Dimensional Emerging Markets Value Fund – ‘486BPOS’ on 4/29/97

As of:  Tuesday, 4/29/97   ·   Effective:  4/29/97   ·   Accession #:  912057-97-14472   ·   File #s:  33-73384, 811-07440

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Post-Effective Amendment to an N-2   —   Form N-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 486BPOS     Post-Effective Amendment to an N-2                    58    194K 
 4: EX-27       Exhibit 27 - Financial Data Schedule                   2      8K 
 2: EX-99.2G    Exhibit 99.2G Investment of Management Agrmt           5     24K 
 3: EX-99.2N    Miscellaneous Exhibit                                  1      6K 

486BPOS   —   Post-Effective Amendment to an N-2
Document Table of Contents

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                                               Securities Act File No.  33-73384
                                       Investment Company Act File No.  811-7440
                                       _________________________________________

      Securities And Exchange Commission
     Washington, D.C.  20549
      __________________________

      Form N-2

      [X]  Registration Statement Under The Securities Act Of 1933
      [ ]  Pre-Effective Amendment No.
      [X]  Post-Effective Amendment No.  3
      and/or
      [X]  Registration Statement Under The Investment Company Act Of 1940
     [X]  Amendment No.  5
      __________________________

      Dimensional Emerging Markets Fund Inc.
      (Exact Name of Registrant as Specified in Charter)
     1299 Ocean Avenue, 11th Floor
      Santa Monica, California 90401
     (Address of Principal Executive Office)
      (310) 395-8005
      (Registrant's Telephone Number, including Area Code)
      ____________________

     Irene R.  Diamant
      Dimensional Fund Advisors Inc.
     1299 Ocean Avenue, 11th Floor
      Santa Monica, California 90401
     (Name and Address of Agent for Service)
     ___________________

______________________________________________________________________________  

Approximate Date of Proposed Public Offering:                                   
From time to time after this Registration Statement becomes effective.          
If any securities being registered on this form will be offered on a delayed or 
continuous basis in reliance on Rule 415 under the Securities Act of 1933, other
than securities offered in connection with a dividend reinvestment plan, check  
the following box. /X/                                                          

** 1 This post-effective amendment to the registration statement shall become   
effective upon the date it is filed pursuant to Rule 486(b) of the Securities   
Act of 1933.                                                                    

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      DIMENSIONAL EMERGING MARKETS FUND INC.

     REGISTRATION STATEMENT ON
      FORM N-2

     CROSS-REFERENCE SHEET

PART A                                                                          
ITEM                                                                            
NUMBER                  CAPTION                       ** 2 MEMORANDUM CAPTION   
------                  -------                       -----------------------   
1       Outside Front Cover                      Cover Page of Prospectus     
2       Inside Front and Outside Back Cover      Cover Page of Prospectus     
3       Fee Table and Synopsis                   Fee Table and Highlights     
4       Financial Highlights                     Financial Highlights         
5       Plan of Distribution                     Purchase of Shares; Cover    
                                    Page; Highlights
6       Selling Shareholders                     Use of Proceeds; Selling     
                               Shareholder
7       Use of Proceeds                          Use of Proceeds; The Fund;   
                                            Investment Objective and
                                            Policies; Risk Factors &
                                        Other Considerations
8       General Description of Registrant        The Fund; Risk Factors &     
                                                Other Considerations; Common
                                               Stock; Determination of Net
                               Asset Value
9       Management                               Management                   
10       Capital Stock, Long-Term Debt, and       Common Stock; Purchase of     
 Other Securities                         Shares; Future Actions
                                                 Relating to Possible Discount
                                              in the Market Price of the
                                 Fund's Shares
11       Defaults and Arrears on Senior           Not Applicable                
Securities                                                    
12       Legal Proceedings                        Not Applicable                

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PART B                                                                          
ITEM                                                                          
NUMBER                CAPTION                         ** 3 MEMORANDUM CAPTION   
------                -------                         -----------------------   
13       Table of Contents of the Statement of    Not Applicable                
Additional Information                                        
14       Cover Page                               Not Applicable                
15       Table of Contents                        Not Applicable                
16       General Information and History          Not Applicable                
17       Investment Objectives and Policies       Investment Objectives and     
                                            Policies; Risk Factors &
                                        Other Considerations
18       Management                               Management                    
19       Control Persons and Principal Holders    Common Stock                  
of Securities                                                 
20       Investment Advisory and Other Services   Management; General           
                                           Information; Back Cover
21       Brokerage Allocation and Other           Portfolio Transactions and    
Practices                                Brokerage            
22       Tax Status                               Dividends, Distributions and  
                                              Reinvestment in Additional
                                              Shares; Tax Considerations
23       Financial Statements                     Financial Statements          

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     TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
Highlights.....................................................................3

Summary of Fund Expenses.......................................................8

Financial Highlights...........................................................9

The Fund.......................................................................9

Use Of Proceeds...............................................................11

Risk Factors And Other Considerations.........................................11

Investment Objective And Policies.............................................15

       Investment Objective...................................................15
       Approved Markets.......................................................17
       Definition of Market Weight............................................17
       Portfolio Structure....................................................17
       Portfolio Turnover.....................................................18
       Foreign Currency Transactions..........................................18
       Investment Restrictions................................................19

Management....................................................................22
       The Advisor............................................................26
       Administrators.........................................................27

Common Stock..................................................................28

Purchase of Shares............................................................29

Selling Shareholder...........................................................31

** 4 Future Actions Relating To Possible Discount In The Market Price Of        
       The Fund's Shares......................................................31
       Tender Offers..........................................................31
       Other Share Repurchases................................................32
       General................................................................32

Reports and Publication of Share Value........................................32

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Determination of Net Asset Value..............................................33
       Valuation of Certain Approved Market Securities........................34

Dividends, Distributions and Reinvestment in Additional Shares................35

Portfolio Transactions and Brokerage..........................................35

Tax Considerations............................................................36
       United States Tax Considerations.......................................36
       Taxes Imposed in Approved Markets......................................38

General Information...........................................................38
       Dividend Paying Agent, Transfer Agent and Custodian....................38
       Independent Accountants................................................39
       Further Information....................................................39
       Financial Statements...................................................39

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PROSPECTUS                                                                      

     10,539,719 Shares

      DIMENSIONAL EMERGING MARKETS FUND INC.

      Common Stock

Dimensional Emerging Markets Fund Inc.  (the "Fund") is a diversified,  
closed-end management investment company.  The Fund was established under the   
laws of Maryland in 1991.  The investment objective of the Fund is to seek      
long-term capital growth through investment in "emerging market" equity         
securities.  Investment in emerging market securities involves certain risks and
other considerations which are not normally involved in investment in securities
of U.S.  companies.  See "Investment Objective and Policies" and "Risk Factors  
and Other Considerations."                                                      

The Fund's investment advisor is Dimensional Fund Advisors Inc.  (the   
"Advisor").  The address of the Fund and of the Advisor is 1299 Ocean Avenue,   
11th floor, Santa Monica, California 90401.  Telephone:  (310) 395-8005.        

Shares of the Fund ("Shares") are offered, without a sales charge,      
generally to institutional investors and clients of registered investment       
advisors.  Up to 10,539,719 Shares  are being offered hereby.  See "Common      
Stock."  Of the 10,539,719 Shares offered hereby, up to 1,695,159.113 Shares    
may be sold by the Fund and up to 8,844,559.887 Shares may be sold by the Fund's
existing shareholder.  See "Selling Shareholder."                               

  Prior to this offering there has been no public market for the Shares.  It
is not currently anticipated that a secondary market will develop for Shares    
even if they are freely transferable without legal restriction, and as such the 
Shares would not be considered readily marketable.  Shares of closed-end funds  
frequently trade at a discount to their net asset value.  The risk of loss may  
be greater for initial investors expecting to sell their shares in a relatively 
short period after completion of the public offering.  See "Highlights -- Risk  
Factors and Other Considerations" and "Future Actions Relative to Possible      
Discount in the Market Price of the Fund's Shares."                             

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
 AND EXCHANGE COMMISSION OR ANY OTHER STATE SECURITIES COMMISSION, NOR HAS
  THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.                                                       

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   The Shares offered by the Fund are being offered on a best efforts basis by
the Fund in a continuous offering.  Shares may be purchased from the Fund on a  
monthly basis.  No commission or remuneration will be paid by the Fund in       
connection with the sale of shares, and no sales load is charged by the Fund to 
an investor.  The price to investors for shares offered by the Fund will be     
equal to the net asset value per share, next determined after receipt of a      
purchase order, plus a reimbursement fee which is paid to the Fund.  See        
"Purchase of Shares."                                                           

--------------------------------------------------------------------------------

       NET ASSET VALUE     REIMBURSEMENT       PER SHARE     PROCEEDS TO
           PER SHARE            FEE**           PRICE TO     REGISTRANT OR
                                            PUBLIC         OTHER
                                                           PERSONS

Per Share      $17.80*            0.5% of           $18.69           ***        
Net Asset Value       
per share     
______________                                                                  
*        Net asset value as of March 31, 1997.                                  
**       Applicable only for sales by the Fund.  The shares offered by the      
Selling Shareholder are not subject to such reimbursement fee.
***      100% of the proceeds of sales of newly issued shares will go to the    
       Registrant, while 100% of the proceeds of sales of shares held by the
Selling Shareholder will go to the Selling Shareholder.       

This Prospectus sets forth concisely the information about the Fund that
prospective investors should know before investing and should be read carefully 
and retained for future reference.  Information contained herein is subject to  
completion or amendment.  This Prospectus shall not constitute an offer to sell 
or the solicitation of an offer to buy nor shall there be any sale of these     
securities in any State in which such offer, solicitation or sale would be      
unlawful prior to registration or qualification under the securities laws of any
such state.                                                                     

      ______________________

      The date of this Prospectus is April 29, 1997.

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HIGHLIGHTS                                                                      

The following summary is qualified in its entirety by the detailed      
information appearing elsewhere in this Prospectus.                             

THE FUND         Dimensional Emerging Markets Fund Inc.  is registered with     
              the U.S.  Securities and Exchange Commission as a closed-end
     diversified management investment company under the
            Investment Company Act of 1940 (the "1940 Act").  The Fund
         was incorporated in 1991 under the laws of the State of
Maryland.                                     

INVESTMENT       The investment objective of the Fund is to seek long-term      
OBJECTIVE AND    capital growth through investment primarily in "emerging       
POLICIES         market" equity securities.  The term "emerging market" as      
                used in this Prospectus means every country in the world other
       than the United States, Canada, Japan, Australia, New
   Zealand, and most Western European countries.  In
            determining what countries have emerging markets, the Fund
        will consider the data, analysis and classification of
          countries published or disseminated by the International
            Bank for Reconstruction and Development (commonly known as
            the World Bank) and the International Finance Corporation,
        in addition to the criteria described below.  Emerging
             markets approved for investment by the Fund may not include
           all such emerging markets.  The Fund intends to invest in
           emerging market securities that are listed on a bona fide
  securities exchange or are actively traded in an
             over-the-counter ("OTC") market.  Emerging markets approved
           for investment by the Investment Committee of the Advisor
     ("Approved Markets") will be limited in number.  In
            determining whether to approve markets for investment, the
            Advisor will take into account, among other things, market
         liquidity, investor information, government regulation,
              including fiscal and foreign exchange repatriation rules and
          the availability of other access to these markets by the
          Fund's investors.  The following countries are currently
        designated by the Fund as Approved Markets: Argentina,
     Brazil, Chile, Indonesia, Israel, Malaysia, Mexico,
           Philippines, Portugal,  South Korea, Thailand and Turkey.
        The Fund defines securities to be those of an Approved
             Market if they are (a) securities of companies organized in
        the Approved Market or for which the principal trading
         market is the Approved Market, (b) securities issued or
          guaranteed by the government of the Approved Market, its
            agencies or instrumentalities, or the central bank of such

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           country, (c) securities denominated in the currency of an
              Approved Market issued by companies to finance operations in
              the Approved Market, notwithstanding that the company is not
            itself organized under the laws of an emerging market, (d)
           securities of companies that derive at least 50% of their
              revenues primarily from either goods or services produced in
             the Approved Market or sales made in the Approved Market or
      (e) Approved Market equity securities in the form of
              depositary shares.  See "Investment Objective and Policies."

RISK FACTORS     Investors are advised to consider carefully the special risks  
AND OTHER        involved in investing in emerging markets, which are in        
CONSIDERATIONS   addition to the usual risks of investing in developed markets  
around the world.                             
      The Fund will seek a broad market coverage of larger
       companies within each Approved Market.  The Fund will
            attempt to own shares of companies whose aggregate overall
    share of the Approved Market's total public market
  capitalization is at least the upper 40% of such
           capitalization, and can be as large as 75%.  The Fund may
   not invest in all such companies or achieve these
        approximate market weights, due to constraints imposed
             within Approved Markets (E.G., restrictions on purchases by
          foreigners, liquidity), or by U.S.  laws (E.G., industry
        diversification).  The Fund may also further limit the
              market coverage in the smallest Approved Markets in order to
           limit purchases of small market capitalization companies.
       The Fund does not intend normally to purchase or sell
          securities based on the prospects for the economy or the
            securities markets in each Approved Market or based on the
       prospects for the individual issuers whose shares are
           eligible for purchase.  Investing in equity securities of
           issuers in a variety of emerging markets involves certain
              special considerations, which may include (1) investment and
  currency repatriation restrictions, (2) currency
            fluctuations, (3) potential unusual market volatility, (4)
     government involvement in the private sector and in
           commercial enterprises, (5) limited investor information,
            (6) illiquid securities markets, (7) certain local tax law
             considerations and (8) limited regulation of the securities
             markets.  For example, the Fund may only repatriate capital
      invested in Chile for a period of one year after its
              investment upon payment of a higher tax than will be payable
          after the one-year period.  The foregoing considerations
              also may be present in the case of investments in securities
              of issuers located in the U.S.  or other countries that have
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               in emerging markets, but they are present to a greater degree
     in connection with the Fund's investments in equity
            securities of issuers in emerging markets. Unlike the case
              with other types of investment companies, the Fund  will not
           take investment measures seeking to avoid the potentially
        negative effects of various of these risks.  See "Risk
Factors and Other Considerations."            

    Emerging Markets may also present greater risks of
             nationalization, expropriation, and other confiscation than
          do developed markets.  Such risks are present in Eastern
          Europe, for example, and these and other risks discussed
            above could affect adversely the economies of such markets
           or the Fund's investment in such markets.  Because of the
              special considerations associated with investing in emerging
         markets, an investment in the Fund should be considered
             speculative.  In addition, to the extent a secondary market
         for the Shares develops, investors should be aware that
              shares of closed-end investment companies generally trade at
       a discount from net asset value.  See "Future Actions
          Relating to Possible Discount in the Market Price of the
Fund's Shares."                               

      There is no assurance that the Fund will achieve its
     investment objective.  Due to the risks inherent in
          investing in emerging markets, an investment in the Fund
       should be considered speculative.  The Fund should be
      considered as an investment for only a portion of an
             investor's assets and not as a complete investment program.

BOARD OF         The Fund's Board of Directors is responsible for the overall   
DIRECTORS        supervision of the operations of the Fund.  See "Management."  

INVESTMENT       Dimensional Fund Advisors Inc.  (the "Advisor") manages the    
ADVISOR AND      investment portfolio and business affairs of the Fund subject  
OTHER SERVICE    to policies established by the Fund's Board of Directors.  See 
PROVIDERS        "Management."  PFPC Inc.  ("PFPC") provides the Fund           
              with administrative, dividend disbursing and transfer agency
        services.  Chase Manhattan Bank, N.A.  provides global
          custodial services to the Fund.  Other service providers
              may, as required by local law, serve as local administrators
         for the Fund's investments in particular jurisdictions.

ADVISOR'S FEE    Pursuant to a waiver by the Advisor, the Fund currently pays   
AND OTHER FUND   pays the Advisor a monthly fee at the annual rate of 0.10% of  
EXPENSES         the                                                            

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            aggregate net assets of the Fund.  The Advisor's fee under
             the Investment Management Agreement is at an annual rate of
             0.50% of the aggregate net assets of the Fund.  The Advisor
            has agreed to voluntarily waive 80% of its fee, but it may
           discontinue the waiver at any time.  The Fund pays PFPC a
              monthly fee at the annual rate of 0.10% of the aggregate net
          assets of the Fund.  The Fund will also pay its non-U.S.
         administrators and will pay other Fund expenses.  Costs
          incurred by the Fund in connection with its organization
              were $250,000 and are being amortized over a 60 month period
      which commenced in February 1993.  See "Management."

INVESTOR         Shares are offered, without a sales charge, generally to       
SUITABILITY      institutional investors such as endowment funds and charitable 
REQUIREMENTS     foundations, employee welfare plans, trusts and pension and    
AND MINIMUM      profit-sharing plans and clients of registered investment      
PURCHASE         advisors ("Eligible Investors").  All investments are subject  
             to approval of the Advisor, and all investors must complete
             and submit the necessary account registration forms as well
as a subscription agreement.                  

THE OFFERING     Of the 10,539,719 shares of Common Stock ($.01 par value) (the 
           "Shares") up to 1,695,159.113 Shares are being offered by
            the Fund and up to  8,844,559.887 Shares are being offered
          by State Street Bank and Trust Company as Trustee of the
             BellSouth Master Pension Trust (the "Selling Shareholder").
See "Common Stock" and "Selling Shareholder." 

             Shares may be purchased from the Fund as of the last day of
           each month on which the New York Stock Exchange (NYSE) is
            open for regular trading.  The price of Shares will be the
            net asset value per Share next determined after receipt of
             the purchase order (on the last business day of the NYSE of
              each month), plus a reimbursement fee which is equal to 0.5%
              of such value.  The Fund reserves the right to calculate net
             asset value and accept purchases as of any other day in its
              discretion.  Pricing and sales may be delayed for periods up
              to 5 business days under certain limited circumstances.  The
              reimbursement fee is paid to the Fund and used to defray the
           costs associated with investment of the proceeds from the
             sale of Shares.  Payment, which may be in the form of check
              or by wire, must be in immediately available funds as of the
          purchase date to be eligible for use to purchase Shares.

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See "Purchase of Shares."                     

DIVIDENDS AND    The Fund intends to distribute annually to its shareholders    
DISTRIBUTIONS    all of its investment company taxable income, and presently    
         anticipates the annual distribution of any net realized
              long-term capital gains in excess of net realized short-term
            capital losses.  All such dividends and distributions will
         be automatically reinvested in additional, newly issued
        Shares priced at their current net asset value, unless
             shareholders elect to receive dividends or distributions in
           cash.  In certain Approved Markets, the remittance out of
           the country of dividends, interest, net capital gains and
   capital is subject to tax on the remitted amount.
          Remittances of capital are also restricted for specified
              periods.  Shareholders electing to receive cash dividends or
          distributions will be assessed the amount of any foreign
            taxes incurred (if any) with respect to remittances to pay
        such cash dividends or distributions.  See "Dividends,
          Distributions and Reinvestment in Additional Shares" and
   "Tax Considerations--Foreign Tax Considerations."

              As of the date of this Prospectus, all outstanding shares of
              the Fund are owned by State Street Bank and Trust Company as
            Trustee of the BellSouth Master Pension Trust.  Because of
           this concentrated ownership, the Fund may be considered a
             "personal holding company" for Federal income tax purposes.
             However, the distribution policies of the Fund are intended
     to meet the requirements applicable to a "regulated
             investment company" for tax purposes, and as a result it is
      not anticipated that the Fund will be subject to any
      taxation due to its personal holding company status.

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SUMMARY OF FUND EXPENSES                                                        

   The following table illustrates all expenses and fees that a shareholder of
the Fund will incur:                                                            

SHAREHOLDER TRANSACTION EXPENSES                                            
Sales Load (as a percentage of Offering Price)        None(1)           
Dividend Reinvestment and Cash Purchase Plan Fees     None(1)           
ANNUAL EXPENSES (AS A PERCENTAGE OF NET ASSET VALUE                         
ATTRIBUTABLE TO THE SHARES)(2)                                              
ADVISORY FEES                            0.10%(3)                       

___________                                                                     
(1)  Shares are sold by the Fund at a price which is equal to the current net   
asset value plus a reimbursement fee of 0.5% of such net asset value.  The      
amount of the reimbursement fee represents the Fund's estimate of the costs     
reasonably anticipated to be associated with the purchase of securities in      
approved markets with the proceeds of share sales.  Reinvestments of dividends  
and capital gains distributions paid by the Fund and in-kind investments by     
investors will not be subject to a reimbursement fee.                           

(2)  These expense figures are based upon those incurred by the Fund for the    
fiscal year ended November 30, 1996.                                            

(3)  Effective March 1, 1994, the Advisor agreed to voluntarily waive a portion 
of its fee under the Investment Management Agreement to the extent necessary to 
limit the management fee to .10% of the net asset value of the Fund on an       
annualized basis.  This waiver may be revised or terminated at any time in the  
discretion                                                                      

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Administration Fees                        0.10%                      
Interest Payments on Borrowed Funds        None                       
Other Expenses                             0.39%                      
TOTAL ANNUAL EXPENSES                         0.59%                         

EXAMPLE                                                                         
1 YEAR  3 YEARS  5 YEARS  10 YEARS(4)   
You would pay                                                                   
the following                                                                 
expenses on a                                                                 
$1,000 investment,   $11     $24      $38       $78                           
assuming a 5%                                                                 
annual return                                                                 

The above example should not be considered a representation of past or      
future expenses or performance.  Actual expenses of the Fund may be greater or  
lesser than those shown.                                                        

The purpose of this table is to assist an investor in the Fund in           
understanding the various costs and expenses that an investor will bear directly
or indirectly.  For a more complete description of these costs and expenses, see
"Use of Proceeds," "The Advisor," and "Administrators."                         

FINANCIAL HIGHLIGHTS                                                            

The data set forth under the heading "Financial Highlights" in the Fund's   
audited annual report to stockholders for the fiscal year ended November 30,    
1996 are incorporated herein by reference and will be furnished upon request.   
The data in the Fund's audited annual report are covered by the Report of       
Independent Accountants which is contained therein.                             

THE FUND                                                                        

Dimensional Emerging Markets Fund Inc.  (the "Fund") is a corporation       
organized under Maryland law on January 9, 1991 and registered under the 1940   
Act as a closed-end, diversified management company.  The Fund was designed for 
institutional investors desiring to achieve international diversification by    
participating in the economies of various countries with emerging securities    
markets.  By investing in                                                       

_________________________                                                       
of the Advisor.                                                                 
(4) It is presently expected that the Fund will seek to terminate and dissolve  
after 10 years of operation.  SEE "The Fund."                                   

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emerging markets (as that term is defined below) the Fund is intended to        
complement and provide an alternative to certain other investment companies     
which invest exclusively in the securities of issuers in a single country and/or
issuers domiciled or doing business primarily in countries with broader and     
more-established public securities markets.                                     

The Fund's investment objective is long-term capital appreciation by        
investing primarily in emerging market equity securities.  This objective is a  
fundamental policy of the Fund and cannot be changed without the approval of the
holders of a majority of the Fund's outstanding voting securities.  No assurance
can be given that the Fund's investment objective will be achieved.  The term   
"emerging market" as used in this Prospectus means every country in the world   
other than the United States, Canada, Japan, Australia, New Zealand, and the    
Western European countries of France, Germany, Italy, Switzerland, Netherlands, 
Sweden, Belgium, Norway, Spain, Austria, Finland, Denmark and the United        
Kingdom.  In determining what countries have emerging markets, the Fund will    
consider the data, analysis and classification of countries published or        
disseminated by the International Bank for Reconstruction (commonly known as the
World Bank) and the International Finance Corporation, in addition to the       
criteria described below.  Approved Markets may not include all such emerging   
markets.  The list of Emerging Markets is subject to revision in the discretion 
of the Investment Committee of the Fund's Advisor.                              

The Fund was established to seek to take advantage of a perceived growth    
potential for investments in emerging markets.  While the management of the Fund
believes there may be regulatory, financial, technical and other barriers to the
development of this potential, in the opinion of Fund management, substantial   
investment opportunities exist in these markets.                                

The Fund's assets are invested primarily in a limited number of emerging    
markets designated by the Fund, in consultation with the Advisor, as "Approved  
Markets."  The Fund may seek access to securities markets in certain emerging   
market countries that are currently effectively closed to foreigners            
(non-residents).                                                                

In determining whether to approve markets for investment, the Board of      
Directors will take into account, among other things, market liquidity,         
availability of investor information, government regulation, including fiscal   
and foreign exchange repatriation rules, and the availability of other access to
these markets by investors.                                                     

It is the policy of the Fund, under normal market conditions, to invest its 
assets primarily (at least 65%) in Approved Market equity securities (as defined
in "Investment Objective and Policies").  The Fund will seek a broad market     
coverage of larger companies within each Approved Market.  The Fund will attempt
to own shares of companies whose aggregate overall share of the Approved        
Market's total public market capitalization is at least the upper 40% of such   
capitalization, and can be as large as 75%.  The Fund may not invest in all such
companies or achieve approximate market                                         

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weights, due to constraints imposed within Approved Markets (E.G., restrictions 
on purchases by foreigners, liquidity), or by U.S. laws (E.G., industry         
diversification).  The Fund may also further limit the market coverage in the   
smallest Emerging Markets in order to limit purchases of small market           
capitalization companies.  In each Approved Market, the issuers included in the 
portfolio will be chosen primarily but not necessarily exactly or in all cases  
by basing the amount of each security purchased on the issuer's relative market 
capitalization.  The Fund's policy of seeking broad market diversification in   
this manner means that the Fund and the Advisor will not generally utilize      
"fundamental" securities research techniques in identifying securities          
selections.  The Fund may decline to invest in a particular Approved Market if  
it determines that achieving a reasonable reflection of the relative market     
capitalizations of the companies within that Approved Market may not be         
practicable.  For example, shares of companies may not be available for         
acquisition by the Fund because of local restrictions which prohibit or limit   
ownership by foreign holders such as the Fund.                                  

Although the portion of the Fund's holdings in any Approved Market will     
vary from time to time, the Fund will attempt, at least initially, to invest    
approximately equal amounts in each Approved Market in which investments are    
made.  In some cases, where the market capitalization of a particular Approved  
Market is relatively small or for other considerations, less may be invested.   
These are not fundamental investment restrictions, and actual holdings at any   
one time may vary substantially from these expectations based upon various      
factors.  These factors may include, E.G., the rate of investment in the Fund   
and the availability of Share sale proceeds for portfolio investment, the effect
of local regulations in Approved Markets affecting investment opportunities     
available to the Fund, and the number of countries at any time designated as    
Approved Markets.                                                               

As of the date of this Prospectus, the following countries are designated   
As Approved Markets:  Argentina, Brazil, Chile, Indonesia, Israel, Malaysia,    
Mexico, Philippines, Portugal, South Korea, Thailand and Turkey.  Countries that
may be approved in the future include but are not limited to Colombia, Czech    
Republic, Greece, Hungary, India, Jordan, Nigeria, Pakistan, Poland, Republic of
China (Taiwan), Venezuela and Zimbabwe.  Additional Approved Markets may be     
identified and designated as such by the Investment Committee of the Advisor,   
and investments in these additional markets will be made as additional Shares   
are sold and capital is made available for new investments.  The Fund does not  
intend generally to reduce investments in established Approved Market portfolios
for the purpose of making investments in other, newly-approved Approved Markets.

The management of the Fund believes that the Fund may provide investors     
with an opportunity to participate in the price appreciation of emerging market 
securities.  The management of the Fund also believes that the Fund will allow  
investors to diversify                                                          

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their portfolios by country and industry, thus reducing the risks associated    
with adverse developments in any one industry or market.  Additionally, the Fund
will allow for international diversification away from the more well-known      
securities of issuers located in countries other than Approved Markets.         
HOWEVER, THERE CAN BE NO ASSURANCE THAT THESE GOALS WILL BE MET.                

USE OF PROCEEDS                                                                 

The Fund is seeking to offer and sell up to  1,695,159.113 Shares to        
Eligible Investors.  See "Purchase of Shares."  The Selling Shareholder may     
offer and sell up to 8,844,559.887 Shares.  See "Selling Shareholder."  Shares  
will also be issued pursuant to the reinvestment of dividends and capital gains 
distributions by shareholders.  See "Dividends, Distributions and Reinvestment  
of Shares."                                                                     

The proceeds of the offering of Shares will be invested in accordance with  
the policies set forth under "Investment Objective and Policies."  The Fund will
receive no proceeds of any sale of the Selling Shareholder's Shares.  Share sale
proceeds may from time to time initially be invested in dollar-denominated money
market instruments pending investment in equity securities of Approved Markets. 
See "Investment Objective and Policies."  The Fund expects that substantially   
all of such proceeds will be invested in accordance with its investment         
objective within three months after receipt thereof and, in any case, no more   
than six months after receipt.                                                  

RISK FACTORS AND OTHER CONSIDERATIONS                                           

Because of the special risks associated with investing in emerging markets, 
an investment in the Fund should be considered speculative.  Investors are      
strongly advised to consider carefully the special risks involved in investing  
in emerging markets, which are in addition to the usual risks of investing in   
developed foreign markets around the world.                                     

MARKET WEIGHTING.                                                           

The Fund intends to structure its investments in securities in Approved     
Markets primarily (although not exactly or completely) by the weighting of an   
issuer's relative equity market capitalization in an Approved Market.  The      
Fund does not intend normally to purchase or sell securities based on the       
prospects for the economy or the securities markets in each Approved Market     
or based on the prospects for the individual issuers whose shares are           
eligible for purchase. As a result, the Fund and the Advisor will not manage    
the portfolio on the basis of "fundamental" investment research and the use     
of particular investment strategies and tactics seeking to maximize reward      
and minimize risk.  The Fund's portfolio will generally seek to provide         
investment returns which reflect the broad market experience in the Approved    
Markets.                                                                        

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NON-U.S.  INVESTMENTS.                                                      

Fund operations will involve a number of investment risks greater than      
those normally associated with investments in securities of U.S.  domestic      
issuers or in securities of issuers domiciled in jurisdictions with public      
securities markets more established than those in the Approved Markets.  The    
Advisor considers the Fund to have a passive investment orientation, and the    
Advisor will not seek through particular investment strategies and techniques to
reduce the potential negative effects of these risks.  These various risks      
include:                                                                        

1. NON-U.S. INVESTING.  The Approved Markets securities are not expected    
to be registered with, nor the issuers thereof be subject to, the reporting     
requirements of the U.S.  Securities and Exchange Commission.  Accordingly,     
there may be less publicly available information about these securities and     
issuers than is available about domestic securities and issuers.  Foreign       
companies generally are not subject to uniform accounting, auditing and         
financial reporting standards, practices and requirements comparable to those   
applicable to domestic companies.  The Fund will not be investing on the basis  
of "fundamental" research techniques, and the Advisor will not seek to choose   
portfolio securities on the basis of traditional securities and economic        
analysis.  Securities of some foreign companies are less liquid and their prices
may be more volatile than securities of comparable domestic companies; this is  
expected to particularly be the case with securities of Approved Markets.       

In addition, with respect to some foreign countries, there is the possibility of
expropriation or confiscatory taxation, limitations on the removal of funds or  
other assets of the Fund, political or social instability, or diplomatic        
developments which could affect the Fund's investments in those countries.  It  
is expected that various Approved Markets will utilize tax structures and       
currency controls that may adversely affect the Fund's ability to freely dispose
of investments or to repatriate earnings or sales proceeds.                     

Moreover, individual economies in Approved Markets will differ favorably or     
unfavorably from the United States economy in such respects as growth of gross  
national product, rate of inflation, rate of savings and capital reinvestment,  
resource self-sufficiency and balance of payments positions.  Many emerging     
markets have experienced substantial, and in some periods extremely high, rates 
of inflation for many years.  Inflation and rapid fluctuations in inflation     
rates have had and may continue to have very negative effects on the economies  
and securities markets of certain countries with emerging markets.  Certain     
emerging markets have recently transitioned from or are in the process of       
transitioning from centrally controlled economies.  There can be no assurance   
that such transitions will be successful.                                       

2. INVESTMENT AND CURRENCY REPATRIATION RESTRICTIONS.  A number of          
emerging securities markets restrict, to varying degrees, foreign investment in 
stocks.  Repatriation of investment income, capital and the proceeds of sales by
foreign investors                                                               

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may require governmental registration and/or approval in some emerging          
countries.  For example, capital invested by the Fund in Chile cannot under     
current regulations be repatriated for one year.  In some jurisdictions, such   
restrictions and the imposition of taxes are intended to discourage shorter-    
rather than longer-term holdings.  While the Fund will only invest in markets   
where these restrictions are considered acceptable to the Advisor, new or       
additional repatriation restrictions might be imposed subsequent to the Fund's  
investment.  If such restrictions were imposed subsequent to the Fund's         
investment in the securities of a particular country, the Fund might, among     
other things,  discontinue the purchasing of securities in that country.  Such  
restrictions will be considered in relation to the Fund's liquidity needs and   
all other acceptable positive and negative factors.  Further, some attractive   
equity securities may not be available to the Fund because foreign shareholders 
hold the maximum amount permissible under current laws.  Various restrictions of
these types, and others, may make it particularly difficult to establish the    
fair market value of particular securities from time to time.  The valuation of 
securities is the responsibility of the Fund's Board of Directors, acting in    
good faith and with advice from the Advisor and other knowledgeable parties.    
See "Determination of Net Asset Value."                                         

3. CURRENCY FLUCTUATIONS.  In accordance with its investment objective,     
the Fund's assets will be invested in securities of companies in Approved       
Markets and substantially all income (other than short-term investments) will be
received by the Fund in foreign currencies.  A number of the currencies of      
Approved Markets have experienced significant declines against the U.S.  dollar 
in recent years and devaluation may occur subsequent to investments in these    
currencies by the Fund.  The value of the assets of the Fund as measured in U.S.
dollars would be affected unfavorably by devaluations in foreign currencies.    
Conversely, any weakness of the U.S.  dollar against portfolio security         
currencies could positively affect Fund returns.                                

4. POTENTIAL MARKET VOLATILITY.  Many of the emerging securities markets    
(relative to the U.S.  and to larger non-U.S.  markets) are relatively small,   
have low trading volumes, suffer periods of illiquidity and are characterized by
significant price volatility.  Such factors may be even more pronounced in      
jurisdictions where securities ownership is divided into separate classes for   
domestic and non-domestic owners.  These factors are expected to occur in the   
Approved Markets.                                                               

In addition, brokerage commissions, custodial services and other costs relating 
to investment in foreign markets generally are more expensive than in the United
States; that is particularly true with respect to emerging markets.  Such       
markets have different settlement and clearance procedures.  In certain markets 
there have been times when settlements have been unable to keep pace with the   
volume of securities transactions, making it difficult to conduct such          
transactions.  The inability of the Fund to make intended securities purchases  
due to settlement problems could cause the Fund to miss investment              
opportunities.  Inability to dispose of a portfolio security caused by          
settlement problems could result either in losses to the Fund due to subsequent 
declines in value of                                                            

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the portfolio security or, if the Fund has entered into a contract to sell the  
security, could result in possible liability to the purchaser.                  

The risk also exists that an emergency situation may arise in one or more       
emerging markets as a result of which trading of securities may cease or may be 
substantially curtailed and prices for the Fund's portfolio securities in such  
markets may not be readily available.  The Fund's portfolio securities in the   
affected markets will be valued at fair value determined in good faith by or    
under the direction of the Board of Directors.                                  

5. GOVERNMENT INVOLVEMENT IN THE PRIVATE SECTOR.  Government involvement    
in the private sector varies in degree among the emerging securities markets    
contemplated for investment by the Fund.  Such involvement may, in some cases,  
include government ownership of companies in certain commercial business        
sectors, wage and price controls or imposition of trade barriers and other      
protectionist measures.  With respect to any developing country, there is no    
guarantee that some future economic or political crisis will not lead to price  
controls, forced mergers of companies, expropriation, the creation of government
monopolies, social instability, diplomatic developments, or other measures which
could be detrimental to the Fund's investments.  In Eastern Europe, for example,
upon the accession to power of Communist regimes in the past, the governments of
a number of Eastern European countries expropriated a large amount of property. 
The claims of many property owners against those governments were never finally 
settled.  There can be no assurance that any investments that the Fund might    
make in those or other emerging markets would not be expropriated, nationalized 
or otherwise confiscated at some time in the future.  In such an event, the Fund
could lose its entire investment in the market involved.  Moreover, changes in  
the leadership or policies of such markets could halt the expansion or reverse  
the liberalization of foreign investment policies now occurring in certain of   
these markets and adversely affect existing investment opportunities.           

6. TAXATION.  Taxation of dividends and capital gains received by           
non-residents varies among countries with emerging markets and, in some cases,  
is high in relation to comparable U.S.  rates.  Particular tax structures may   
have the intended or incidental effect of encouraging long holding periods for  
particular securities and/or the reinvestment of earnings and sales proceeds in 
the same jurisdiction.  In addition, dividends and interest received by the Fund
may be subject to withholdings imposed by foreign countries and U.S.            
possessions that would reduce the yield on its securities.  Tax conventions     
between certain countries and the United States may reduce or eliminate these   
foreign taxes, however.  In addition, emerging market jurisdictions typically   
have less well-defined tax laws and procedures than is the case in the United   
States, and such laws may permit retroactive taxation so that the Fund could in 
the future become subject to local tax liability that it had not reasonably     
anticipated in conducting its investment activities or valuing its assets.      

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7. INFLATION.  Many emerging markets, for example most Latin American       
countries, have experienced substantial, and in some periods extremely high,    
rates of inflation for many years.  Inflation and rapid fluctuations in         
inflation rates have had and may continue to have very negative effects on the  
economies and securities markets of certain countries.  In an attempt to control
inflation, wage and price controls have been imposed at times in certain        
countries.  In addition, for companies that keep accounting records in local    
currency, inflation accounting rules in some countries require, for both tax and
accounting purposes, that certain assets and liabilities be restated on the     
company's balance sheet in order to express items in terms of currency of       
constant purchasing power.  Inflation accounting may indirectly generate losses 
or profits.                                                                     

INVESTMENT OBJECTIVE AND POLICIES                                               

INVESTMENT OBJECTIVE                                                        

The investment objective of the Fund is to seek long-term capital growth    
through investment primarily in emerging market equity securities.  The Fund    
will seek to invest in emerging markets designated by the Investment Committee  
of the Fund's Advisor ("Approved Markets").  The Fund invests its assets        
primarily in Approved Market equity securities listed on bona fide securities   
exchanges or actively traded on over-the-counter ("OTC") markets.  These        
exchanges or OTC markets may be either within or outside the issuer's domicile  
country, and the securities may be listed or traded in the form of International
Depository Receipts ("IDRs") or American Depository Receipts ("ADRs").          

It is the policy of the Fund, under normal market conditions, to invest its 
assets primarily (at least 65%) in Approved Market securities.  The Fund defines
Approved Market securities to be (a) securities of companies organized in a     
country in an Approved Market or for which the principal trading market is in an
Approved Market, (b) securities issued or guaranteed by the government of an    
Approved Market country, its agencies or instrumentalities, or the central bank 
of such country, (c) securities denominated in the currency of an Approved      
Market issued by companies to finance operations in Approved Markets,           
notwithstanding that the company is not itself organized under the laws of an   
emerging market, (d) securities of companies that derive at least 50% of their  
revenues primarily from either goods or services produced in Approved Markets or
sales made in Approved Markets and (e) Approved Markets equity securities in the
form of depositary shares.  The Fund's definition of securities of Approved     
Markets may include securities of companies that have characteristics and       
business relationships common to companies in other countries.  As a result, the
value of the securities of such companies may reflect economic and market forces
in such other countries as well as in the Approved Markets.  The Fund believes, 
however, that investment in such companies will be appropriate in light of the  
Fund's investment objective because the Advisor will select only those companies
which, in its view, have sufficiently strong exposure to economic and market    
forces in Approved Markets such                                                 

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that their value will tend to reflect developments in Approved Markets to a     
greater extent than developments in other regions.  For example, the Advisor may
invest in companies organized and located in the United States or other         
countries outside of Approved Markets, including companies having their entire  
production facilities outside of Approved Markets, when such companies meet the 
Fund's definition of Approved Markets securities so long as the Advisor believes
at the time of investment that the value of the company's securities will       
reflect principally conditions in Approved Markets.                             

The Fund may invest a portion of its assets (not to exceed 35%) in          
securities of issuers that are not Approved Markets securities, but whose       
issuers the Advisor believes derive a substantial proportion, but less than 50%,
of their total revenues from either goods and services produced in, or sales    
made in, Approved Markets.                                                      

Pending the Fund's investment of new capital in Approved Market equity      
securities, it will typically invest in money market instruments or other highly
liquid debt instruments denominated in U.S.  dollars (including, without        
limitation, repurchase agreements).  Investment in repurchase agreements        
involves certain risks.  For example, if the seller of the underlying securities
defaults on its obligation to repurchase the securities at a time when their    
value has declined, the Fund may incur a loss upon disposition.  If the seller  
becomes insolvent and subject to liquidation or reorganization under the        
Bankruptcy Code or other laws, a bankruptcy court may determine that the        
underlying securities are collateral not within the control of the Fund and,    
therefore, subject to sale by the trustee in bankruptcy.  Finally, it is        
possible that the Fund may not be able to substantiate its interest in the      
underlying securities.  While management acknowledges these risks, it believes  
that they can be controlled through stringent security selection criteria and   
careful monitoring procedures.                                                  

In addition, the Fund may, for liquidity, or for temporary defensive        
purposes during periods in which market or economic or political conditions     
warrant, purchase highly liquid debt instruments or hold freely convertible     
currencies, although the Fund does not expect the aggregate of all such amounts 
to exceed 10% of its net assets under normal circumstances.                     

The Fund also may invest in shares of other investment companies that       
invest in one or more Approved Markets, although it intends to do so only where 
access to those markets is otherwise significantly limited and it does not      
expect the aggregate amount of such investments to exceed 10% of its assets.    
The Fund may also invest in money-market mutual funds for temporary cash        
management purposes.  If the Fund invests in another investment company, the    
Fund's shareholders will bear not only their proportionate share of expenses of 
the Fund (including operating expenses and the fees of the Advisor), but also   
will bear indirectly similar expenses of the underlying investment company.  In 
some Approved Markets it is necessary or advisable for the Fund to establish a  
wholly-owned subsidiary or a trust for the purpose of investing in the          

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local markets.                                                                  

The Fund may be prohibited under the 1940 Act from purchasing the           
securities of any foreign company that, in its most recent fiscal year, derived 
more than 15% of its gross revenues from securities-related activities          
("securities-related companies").  In a number of countries, commercial banks   
act as securities brokers and dealers, investment advisers and underwriters or  
otherwise engage in securities-related activities, which may limit the Fund's   
ability to hold securities issued by banks.  The Securities and Exchange        
Commission ("SEC") has adopted a rule which permits the Fund to invest in       
certain of these securities, subject to certain restrictions.                   

APPROVED MARKETS                                                                

The term "emerging market" as used in this Prospectus generally includes    
every country in the world other than the United States, Canada, Japan          
Australia, New Zealand and most Western European countries.  In determining what
countries have emerging markets, the Fund will consider, among other things, the
data, analysis and classification of countries published or disseminated by the 
International Bank of Reconstruction (commonly known as the World Bank) and the 
International Finance Corporation.  Approved emerging markets may not include   
all such emerging markets.  In determining whether to approve markets for       
investment, the Investment Committee of the Advisor will take into account,     
among other things, market liquidity, investor information, government          
regulation, including fiscal and foreign exchange repatriation rules and the    
availability of other access to these markets by the Fund's investors.          

The following countries are currently designated as Approved Markets:       
Argentina, Brazil, Chile, Indonesia, Israel, Malaysia, Mexico, Philippines,     
Portugal, South Korea, Thailand, and Turkey.  Countries that may be approved in 
the future include but are not limited to Colombia, Czech Republic, Greece,     
Hungary, India, Jordan, Nigeria, Pakistan, Poland, Republic of China (Taiwan),  
Venezuela and Zimbabwe.  The goal is to have substantial coverage of the larger 
companies in these markets.                                                     

DEFINITION OF MARKET WEIGHT                                                 

The Fund will seek a broad market coverage of larger companies within each  
Approved Market.  The Fund will attempt to own shares of companies whose        
aggregate overall share of the Approved Market's total public market            
capitalization is at least the upper 40% of such capitalization, and can be as  
large as 75%.  The Fund may not invest in all such companies or achieve         
approximate market weights, due to constraints imposed within Approved Markets  
(restrictions on purchases by foreigners, liquidity), or by U.S.  law (E.G.,    
industry diversification).  The Fund may also further limit the market coverage 

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in the smaller Emerging Markets in order to limit purchases of small market     
capitalization companies.                                                       

PORTFOLIO STRUCTURE                                                         

The Fund's policy of seeking broad market diversification  means that the   
Fund and the Advisor will  not utilize "fundamental" securities research        
techniques in identifying securities selections.                                

Although the Fund will structure its portfolio primarily by market          
capitalization weighting, the structure may not be exact or complete.  The      
decision to include or exclude the shares of an issuer will be made primarily on
the basis of such issuer's relative market capitalization determined by         
reference to other companies located in the same country.  Company size is      
measured in terms of local reference to other companies located in the same     
country.  Company size is measured in terms of local currencies in order to     
eliminate the effect of variations in currency exchange rates.  Even though a   
company's stock may meet the applicable market capitalization criterion, it may 
not be included in the portfolio for one or more of a number of reasons.  For   
example, in the Advisor's judgment, the issuer may be considered in extreme     
financial difficulty, a material portion of its securities may be closely held  
and not likely available to support market liquidity, or if it is a "passive    
foreign investment company" (as defined in the Internal Revenue Code of 1986, as
amended).  To this extent, there will be the exercise of discretion and         
consideration by the Advisor which would not be present in the management of a  
portfolio seeking to represent an established index of broadly traded domestic  
securities (such as the Standard & Poor's 500 Stock Price Index).  The Advisor  
will also exercise discretion in determining the allocation of capital as       
between Approved Markets.                                                       

It is management's belief that equity investments offer, over a long term,  
a prudent opportunity for capital appreciation, but, at the same time, selecting
a limited number of such issues for inclusion in the Fund involves greater risk 
than including a large number of them.  The Advisor does not anticipate that a  
significant number of securities which meet the market capitalization criteria  
will be selectively excluded from the Fund; however, in a number of             
jurisdictions investments may be restricted because of regulations governing    
foreign investors.                                                              

The Fund does not seek current income as an investment objective and        
investments will not be based upon an issuer's dividend payment policy or       
record.  However, many of the companies whose securities will be included in the
Fund do pay dividends.  It is anticipated, therefore, that the Fund will receive
dividend income.  The Fund may lend securities to qualified brokers, dealers,   
banks and other financial institutions for the purpose of realizing additional  
income.                                                                         

PORTFOLIO TURNOVER                                                          

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Securities are held until such time as they are no longer considered an     
appropriate holding in light of the Fund's investment objective and policies.   
Generally, securities are purchased with the expectation that they will be held 
for longer than one year.  However, securities may be disposed of at any time   
when, in the Advisor's judgment, circumstances warrant their sale.  Generally,  
securities are not sold to realize short-term profits, but when circumstances   
warrant, they may be sold without regard to the length of time held.  The       
portfolio turnover rate of the Fund ordinarily is anticipated to be low, and not
expected to exceed 20% per year.  For the fiscal year ended November 30, 1996,  
the Fund's portfolio turnover rate was 0.29% (as calculated in accordance with  
applicable Securities and Exchange Commission rules).                           

FOREIGN CURRENCY TRANSACTIONS                                               

For the purpose of converting U.S.  dollars to another currency, or vice    
versa, or converting one foreign currency to another foreign currency, the Fund 
may enter into forward foreign exchange contracts and foreign currency futures  
contracts.  The Fund will only enter into such a forward or futures contract if 
it is expected that the Fund will be able readily to close out such contract.   
There can, however, be no assurance that it will be able in any particular case 
to do so, in which case the Fund may suffer a loss.                             

The Fund will not enter into foreign currency transactions in an attempt to 
hedge the risks involved in holding assets denominated in a particular          
currency. The Fund intends to engage in foreign currency transactions only      
for the purpose of facilitating portfolio transactions.  Among other things,    
it is the Advisor's view that the cost of engaging in hedging transactions      
frequently equals or exceeds the expected benefits from the potential           
reduction in exchange risk. Moreover, even if it were to attempt to do so,      
the Fund could not through hedging transactions eliminate all the risks of      
holding assets denominated in a currency, as there may be an imperfect          
correlation between price movements in the futures or forward contracts and     
those of the underlying currencies in which the Fund's assets are               
denominated.  Also, if the Fund enters into a hedging transaction in            
anticipation of a currency movement in a particular direction but the           
currency moves in the opposite direction, the transaction would result in a     
poorer overall investment result than if the Fund had not engaged in any such   
transaction.                                                                    

The Fund will not enter into forward or futures contracts or maintain an    
exposure to such contract where (i) the aggregate amount of initial margin      
deposits on the Fund's futures positions would exceed 5% of the value of the    
Fund's total assets or (ii) where the consummation of such contracts would      
obligate the Fund to deliver an amount of foreign currency in excess of the     
value of the fund's portfolio securities or other assets denominated in that    
currency.  Where the Fund is obligated to make deliveries under futures or      
forward contracts, to avoid leverage it will "cover" its obligations by         
segregating liquid assets in an amount sufficient to meet its obligations.      

Certain provisions of the Internal Revenue Code may limit the extent to     
which the                                                                       

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Fund may enter into forward or futures contracts.  Such transactions may also   
affect for U.S.  Federal income tax purposes the character and timing of income,
gain, or loss recognized by the Fund.                                           

INVESTMENT RESTRICTIONS                                                     

As a matter of fundamental policy the Fund will not engage in the following 
actions, unless authorized by a vote of a majority of its outstanding Shares.   
For this purpose, a majority vote of the outstanding Shares of the Fund means   
the lesser of (a) 67% or more of the outstanding Shares present at a meeting at 
which more than 50% of the outstanding Shares are present or represented by     
proxy or (b) more than 50% of the outstanding Shares.                           

The Fund will not:  (1) invest in commodities or write or acquire options   
or purchase or sell real estate (including limited partnership interests),      
although it may purchase and sell securities of companies which deal in real    
estate and may purchase and sell securities which are secured by interests in   
real estate and may purchase or sell foreign currency futures contracts and     
options, provided that not more than 5% of the Fund's assets are then invested  
as initial or variation margin deposits; (2) make loans of cash, except through 
the acquisition of publicly-traded debt securities and short-term money market  
instruments; (3) invest in the securities of any issuer (except obligations of  
the U.S.  government and its instrumentalities) if, as a result, more than 5% of
the Fund's total assets, at market, would be invested in the securities of such 
issuer, provided that this limitation applies only to 75% of the total assets of
the Fund; (4) purchase or retain securities of an issuer if those officers and  
directors of the Fund or the Advisor owning more than 1/2 of 1% of such         
securities together own more than 5% of such securities; (5) borrow, except in  
connection with a foreign currency transaction, the settlement of a portfolio   
trade, or as a temporary measure for extraordinary or emergency purposes and, in
no event, in excess of 33% of the Fund's gross assets valued at the lower of    
market or cost; (6) pledge, mortgage, or hypothecate any of its assets to an    
extent greater than 10% of its total assets at fair market value, except to     
secure borrowings as described in (5) above; (7) engage in the business of      
underwriting securities issued by others, except to the extent that the sale of 
securities originally acquired for investment purposes may be deemed an         
underwriting; (8) invest for the purpose of exercising control over management  
of any company; (9) invest more than 5% of its total assets in securities of    
companies which have (with predecessors) a record of less than three years'     
continuous operation; (10) acquire any securities of companies within one       
industry if, as a result of such acquisition, more than 25% of the value of the 
Fund's total assets would be invested in securities of companies within such    
industry; (11) acquire interests in oil, gas or other mineral exploration,      
leases or development programs; (12) purchase warrants, except that the Fund may
acquire warrants as a result of corporate actions involving its holdings of     
common stocks; (13) purchase securities on margin or sell short; or (14) acquire
more than 10% of the voting securities of any issuer.                           

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Although (2) above prohibits cash loans, the Fund is authorized to lend     
portfolio securities and may purchase debt securities customarily purchased by  
institutional investors, including purchases of variable amount master demand   
notes and repurchase agreements.  All loans of portfolio securities will be     
effected in accordance with applicable regulatory guidelines and will at all    
times be secured by cash collateral or securities issued or guaranteed by the   
United States government in an amount that is at least equal to the market      
value, determined daily, of the loaned securities.                              

For the purposes of (10) above, utility companies will be divided according 
to their services; e.g., gas, gas transmission, electric and gas, electric,     
water and telephone will each be considered a separate industry.  With respect  
to investment restriction (10), it is the position of the staff of the          
Securities and Exchange Commission that only obligations of the U.S.  Government
may be excluded for purposes of determining compliance with that restriction,   
and the Fund will only exclude U.S.  Government securities for this purpose.    
With regard to non-U.S.  debt securities, the SEC takes the position that each  
foreign government, and all supranational organizations as a group, shall be    
deemed to constitute a separate industry.  Therefore, the Fund will effectively 
limit its acquisitions of securities such that no more than 25% of the value of 
the Fund's total assets would be invested in securities of companies within any 
one such industry.                                                              

As a non-fundamental policy, the Board of Directors has determined that no  
new portfolio securities will be purchased while borrowings in excess of 5% of  
total assets remain outstanding.                                                

The Fund's limitation on borrowing does not prohibit "borrowing in          
connection with a foreign currency transaction"; the only type of borrowing     
contemplated thereby is the use of a letter of credit issued on the Fund's      
behalf in lieu of depositing initial margin in connection with currency futures 
contracts, and the Fund has no present intent to engage in any other types of   
borrowing transactions under this authority.                                    

In addition to the above restrictions, the Fund also is subject to certain  
diversification requirements based on its status as a "diversified" investment  
company under the 1940 Act, which also may not be changed without a majority    
vote of the Fund's outstanding Shares.  Under these requirements, at least 75%  
of the value of the Fund's total assets must consist of 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 Fund's total assets.  Thus, with respect to   
75% of the Fund's total assets, the Fund may not invest more than 5% of its     
assets in marketable obligations of a foreign national government or its        
agencies or instrumentalities.  The Fund will also be subject to investment     
limitations, portfolio diversification requirements and other restrictions      
imposed by certain of the countries in which it expects to invest.              

From time to time the Fund's institutional shareholders may purchase large  

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amounts of the Fund's securities, paying large lump sum payments which, due to  
the nature of emerging markets, may not be fully investable on a prompt basis by
the Fund.  In addition, the Fund may anticipate that a market that is           
temporarily unavailable due to local governmental restrictions may be open      
within a reasonably short period of time for investments.  For example, local   
governments often impose temporary investment restrictions on foreign investors,
including the Fund, to control the level of foreign investment.  These          
restrictions are imposed often with little or no notice but may last only for a 
short period of time.  As a result of the relatively large purchases made by    
institutional investors as well as the occurrence of temporary investment       
restrictions, it is possible that on a short-term basis, the Fund occasionally  
may have up to 35% of the value of the Fund's total assets invested in the      
below-described debt securities, awaiting investment in emerging markets equity 
securities.  Such debt securities would be limited to the following:            
(i) securities issued or guaranteed by the U.S.  Government, its agencies or    
instrumentalities, (ii) corporate debt obligations with either a commercial     
paper rating of Prime-1 or A-1, or a "high quality" debt security rating (e.g., 
at least AA) or if unrated, of comparable quality as determined by the Advisor, 
(iii) financial institution obligations including bankers' acceptances and      
certificates of deposit of financial institutions with assets greater than      
$1 billion, (iv) repurchase agreements relating to securities issued or         
guaranteed by the U.S.  government, its agencies or instrumentalities, (v) debt 
instruments issued or guaranteed by foreign governments, their agencies or      
instrumentalities which meet the quality standard referred to in (ii) above; and
(vi) debt securities of supranational organizations chartered to promote        
economic development, such as the European Coal and Steel Community, the        
European Economic Community and the World Bank.                                 

Consistent with rules relating to the determination of beneficial ownership 
under the Securities Exchange Act of 1934, a conversion feature or right to     
acquire a security shall be considered to be ownership of the underlying        
security by the Fund for the purposes of the above investment restrictions.     

Notwithstanding any of the above investment restrictions, the Fund may      
establish subsidiaries or other similar vehicles for the purpose of conducting  
its investment operations in Approved Markets, where such subsidiaries or       
vehicles are required by local laws or regulations governing foreign investors  
such as the Fund or whose use is otherwise considered by the Fund to be         
advisable.  The Fund would "look through" any such vehicle to determine         
compliance with its investment restrictions.                                    

MANAGEMENT                                                                      

The Board of Directors, through its Investment Committee, sets the overall  
investment policies and generally oversees the investment activities and        
management of the Fund.  The Advisor has the responsibility of implementing the 
policies set by the Board and is responsible for the Fund's day-to-day          
operations and investment activities.                                           

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It is expected that both the Board of Directors and the Advisor will cooperate  
in the effort to achieve the investment objective, policies and purposes of the 
Fund.                                                                           

DIRECTORS                                                                   

David G. Booth,* Director, President and Chairman-Chief Executive Officer,  
Santa Monica, CA (age 50).  President, Chairman-Chief Executive Officer and     
Director, Dimensional Fund Advisors Inc., DFA Securities Inc., DFA Australia    
Ltd., Dimensional Investment Group Inc. (registered investment company), DFA    
Investment Dimensions Group Inc.  (registered investment company).  Trustee,    
President and Chairman-Chief Executive Officer of The DFA Investment Trust      
Company.  Chairman and Director, Dimensional Fund Advisors Ltd.                 

George M. Constantinides, Director, Chicago, IL (age  49).  Director,       
Dimensional Investment Group Inc.  (registered investment company), DFA         
Investment Dimensions Group Inc.  (registered investment company).  Trustee, The
DFA Investment Trust Company.  Leo Melamed Professor of Finance, Graduate School
of Business, University of Chicago.                                             

John P. Gould, Director, Chicago, IL (age  58).  Steven G. Rothmeier        
Distinguished Service Professor of Economics, Graduate School of Business,      
University of Chicago.  Director, Dimensional Investment Group Inc.  (registered
investment company), DFA Investment Dimensions Group Inc.  (registered          
investment company).  Trustee, The DFA Investment Trust Company and First       
Prairie Funds (registered investment companies).  Director, Harbor Investment   
Advisors.  Executive Vice President, Lexecon Inc. (economics, law strategy and  
finance consulting).                                                            

Roger G.  Ibbotson, Director, New Haven, CT (age 53).  Professor in         
Practice of Finance, Yale School of Management.  Director, Dimensional          
Investment Group Inc.  (registered investment company), DFA Investment          
Dimensions Group Inc.  (registered investment company).  Trustee, The DFA       
Investment Trust Company.  Director, Hospital Fund, Inc.  (investment management
services), BIRR Portfolio Analysis, Inc.  (software products).  Chairman and    
President, Ibbotson Associates, Inc.  (software, data, publishing and           
consulting).                                                                    

Merton H.  Miller, Director, Chicago, IL (age 73).  Robert R.  McCormick    
Distinguished Service Professor Emeritus of Finance, Graduate School of         
Business, University of Chicago.  Director, Dimensional Investment Group Inc.   
(registered investment company), DFA Investment Dimensions Group Inc.           
(registered investment company).  Trustee, The DFA Investment Trust Company.    
Public Director, Chicago Mercantile Exchange.                                   

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Myron S.  Scholes, Director, Greenwich, CT (age 55).  Limited Partner, Long 
Term Capital Management L.P. (money manager) Frank E. Buck Professor of Finance 
Emeritus, Graduate School of Business and Professor of Law, Law School, Senior  
Research Fellow, Hoover Institution, (all) Stanford University (on leave).      
Director, Dimensional Investment Group Inc.  (registered investment company),   
DFA Investment Dimensions Group Inc.  (registered investment company).  Trustee,
The DFA Investment Trust Company.  Director, Benham Capital Management Group of 
Investment Companies and Smith Breedon Group of Investment Companies.           

* 5 moved from here; text not shown                                             

Rex A. Sinquefield,* Director, Chairman and Chief Investment Officer, Santa 
Monica, CA (age  52).  Chairman-Chief Investment Officer and Director,          
Dimensional Fund Advisors Inc., DFA Securities Inc., DFA Australia LTD.         
Limited, Dimensional Investment Group Inc., DFA Investment Dimensions Group     
Inc. Trustee, Chairman-Chief Investment Officer of The DFA Investment Trust     
Company. Chairman, Chief Executive Officer and Director, Dimensional Fund       
Advisors Ltd.                                                                   

* INTERESTED DIRECTOR OF THE FUND.                                              

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OFFICERS                                                                    

** 5 Jeanne C. Sinquefield, PH.D., Executive Vice President, Santa Monica,  
CA (age  50).  Executive Vice President, Dimensional Fund Advisors Inc., DFA    
Securities Inc., DFA Australia LTD., The DFA Investment Trust Company, DFA      
Investment Dimensions Group Inc., Dimensional Fund Advisors Ltd. and Dimensional
Investment Group Inc.                                                           

Michael T. Scardina, Vice President, Chief Financial Officer, Controller    
and Treasurer, Santa Monica, CA (age 41).  Vice President, Chief Financial      
Officer, Controller and Treasurer, the DFA Investment Trust Company, DFA        
Investment Dimensions Group Inc., Dimensional Investment Group Inc.  Vice       
President, Chief Financial Officer and Treasurer, Dimensional Fund Advisors     
Inc., DFA Securities Inc., DFA Australia Ltd., Dimensional Fund Advisors Ltd.   

David Plecha, Vice President, Santa Monica, CA (age 35).  Vice President,   
Dimensional Fund Advisors Inc., DFA Securities Inc., DFA Australia LTD., The DFA
Investment Trust Company, Dimensional Fund Advisors Ltd., DFA Investment        
Dimensions Group Inc., Dimensional Investment Group Inc.                        

Eugene Fama, Jr., Vice President, Santa Monica, CA (age 36).  Vice          
President, Dimensional Fund Advisors Inc., DFA Securities Inc., DFA Australia   
LTD, The DFA Investment Trust Company, Dimensional Fund Advisors Ltd., DFA      
Investment Dimensions Group Inc., Dimensional Investment Group Inc.             

Irene R.  Diamant, Vice President and Secretary, Santa Monica, CA (age      
46).  Vice President and Secretary, Dimensional Fund Advisors Inc., DFA         
Securities Inc., The DFA Investment Trust Company, DFA Investment Dimensions    
Group Inc., Dimensional Investment Group Inc.  Vice President, Dimensional Fund 
Advisors Ltd., DFA Australia Ltd.                                               

Maureen Connors, Vice President, Santa Monica, CA (age 60).  Vice           
President, Dimensional Fund Advisors Inc., DFA Securities Inc., DFA Australia   
Ltd, The DFA Investment Trust Company, Dimensional Fund Advisors Ltd., DFA      
Investment Dimensions Group Inc., Dimensional Investment Group Inc.             

George Sands, Vice President, Santa Monica, CA (age 41).  Vice President,   
Dimensional Fund Advisors Inc., DFA Securities Inc., DFA Australia Ltd., The DFA
Investment Trust Company, Dimensional Fund Advisors Ltd., DFA Investment        
Dimensions Group Inc., Dimensional Investment Group Inc.  Managing Director,    
Asset Strategy Consulting, Los Angeles, CA from 1991 to 1992.                   

Arthur Barlow, Vice President, Santa Monica, CA (age 41).  Vice President,  
Dimensional Fund Advisors Inc., DFA Securities Inc., DFA Australia              

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Ltd., The DFA Investment Trust Company, Dimensional Fund Advisors Ltd., DFA     
Investment Dimensions Group Inc., Dimensional Investment Group Inc.             

Robert Deere, Vice President, Santa Monica, CA (age 39).  Vice President,   
Dimensional Fund Advisors Inc., DFA Securities Inc., DFA Australia Ltd., The DFA
Investment Trust Company, Dimensional Fund Advisors Ltd., DFA Investment        
Dimensions Group Inc., Dimensional Investment Group Inc.                        

Weston Wellington, Vice President, Santa Monica, CA, (age 46), Vice         
President, Dimensional Fund Advisors Inc., DFA Securities Inc., DFA Australia   
Ltd., the DFA Investment Trust Company, Dimensional Fund Advisors Ltd., DFA     
Investment Dimensions Group Inc., Dimensional Investment Group Inc., Director of
Research, LPL Financial Services, Inc. Boston, Massachusetts from 1987 to 1994. 

Rex A.  Sinquefield and Jeanne C.  Sinquefield are husband and wife.        
Directors and officers as a group own less than 1% of the Fund's outstanding    
stock.                                                                          

Set forth below is a table listing, for each director entitled to receive   
compensation, the compensation received from the Fund during the fiscal year    
ended november 30, 1996, and the total compensation received from all four      
registered investment companies for which the Advisor serves as investment      
advisor during that same fiscal year.                                           

                   Aggregate         Total Compensation from
        Compensation                  Fund
Director                     from Fund            and Fund Complex              
--------                   ------------        -----------------------          
George M. Constantinides       $5,000                 $30,000                   
John P. Gould                  $5,000                 $30,000                   
Roger G. Ibbotson              $5,000                 $30,000                   
Merton H. Miller               $5,000                 $30,000                   
Myron S. Scholes               $5,000                 $30,000                   

The address of each officer is 1299 Ocean Avenue, 11th floor, Santa Monica, 
CA 90401.                                                                       

The Fund does not pay any compensation to its directors or officers         
affiliated with                                                                 

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the Advisor.  Directors who are not affiliated with the Advisor receive $1,000  
per annum and $1,000 for each meeting attended.  The Fund also pays the expenses
of attendance at Board and Committee meetings for the non-interested directors. 
No director or officer currently owns shares of the Fund.                       

The Articles of Incorporation and Bylaws of the Fund provide that the Fund  
will indemnify directors and officers and may indemnify employees or agents of  
the Fund against liabilities and expenses incurred in connection with litigation
in which they may be involved because of their offices with the Fund to the     
fullest extent permitted by law.  In addition, the Fund's Articles of           
Incorporation provide that the Fund's directors and officers will not be liable 
to shareholders for money damages, except in limited instances.  However,       
nothing in the Articles of Incorporation or the Bylaws of the Fund protects or  
indemnifies a director, officer, employee or agent against any liability to     
which such person would otherwise be subject by reason of willful misfeasance,  
bad faith, gross negligence or reckless disregard of the duties involved in the 
conduct of such person's office.                                                

THE ADVISOR                                                                 

The Advisor was organized in May 1981 and is engaged in the business of     
providing investment management services to institutional investors.  The       
Advisor is located at 1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401.    
Assets under management total approximately $20.7 billion.  David G.  Booth and 
Rex A.  Sinquefield, directors and officers of both the Fund and the Advisor,   
and shareholders of the Advisor's outstanding stock may be deemed controlling   
persons of the Advisor.                                                         

Investment decisions for the Fund are made by the Investment Committee of   
the Advisor which meets on a regular basis and also as needed to consider       
investment issues.  The Investment Committee is composed of certain officers and
directors of the Advisor who are elected annually.                              

Under the Investment Management Agreement between the Fund and the Advisor  
(the "Agreement"), the Advisor makes investment decisions and supervises the    
acquisition and disposition of securities by the Fund, all in accordance with   
the Fund's investment objective and policies and under the general supervision  
of the Fund's Board of Directors.  In addition, the Advisor provides information
to the Fund's Board of Directors to assist the Board in identifying and         
selecting qualified markets.  The Advisor also provides and pays the            
compensation and travel expenses of the Fund's officers and of the directors of 
the Fund who are affiliated with the Advisor; maintains or causes to be         
maintained for the Fund all required books and records and furnishes or causes  
to be furnished all required reports or other information (to the extent such   
books, records,                                                                 

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reports and other information are not maintained or furnished by the Fund's     
custodian or other agents); and supplies the Fund with office space.  The Fund  
pays all its expenses of operation including, without limitation, custodian,    
stock transfer and dividend disbursing fees and expenses (including fees or     
taxes relating to stock exchange listing); costs of preparing, printing and     
mailing reports, prospectuses, proxy statements and notices to its shareholders;
taxes; expenses of the issuance, sale or repurchase of shares (including        
registration and qualification expenses); legal and auditing fees and expenses  
and fees of legal representatives; compensation; fees and expenses (including   
travel expenses) of directors of the Fund who are not affiliated with the       
Advisor; costs of insurance, including any directors and officers liability     
insurance and fidelity bonding; and costs of stationery and forms prepared      
exclusively for the Fund.                                                       

For its services, the Advisor receives from the Fund a fee, payable         
monthly, at the annual rate of 0.50% of the aggregate net assets of the Fund.   
However, until further notice, the Advisor will waive a portion of its fee such 
that the effective fee will equal the annual rate of 0.10% of the aggregate net 
assets of the Fund.  For the fiscal years ended November 30, 1994, 1995 and     
1996, the Fund paid investment advisory fees of $146,260, $146,564 and $173,018,
respectively.                                                                   

The Agreement, as amended to date, had an initial term to December 22,      
1993.  In 1993, 1994, 1995 and 1996, the Board voted to extend the term for     
another year.  The Agreement will continue in effect from year-to-year          
thereafter if approved annually (a) by the Board of Directors of the Fund or by 
a majority vote of the outstanding Shares of the Fund, and (b) by a majority of 
the directors who are not parties to the Agreement or "interested persons" (as  
defined in the 1940 Act) of any such party.  The Agreement may be terminated    
without penalty on 60 days' written notice at the option of either party or by a
majority vote of the outstanding Shares of the Fund.                            

The Fund's normal operating expenses may be higher than those of other      
investment companies of comparable size.  This is because the fees and expenses 
generally charged by certain of the Fund's agents are higher than those charged 
to investment companies investing exclusively in the U.S.  In some Approved     
Markets, such as Chile, local law requires that investors such as the Fund      
utilize administrators or other local agents in connection with investment      
activity in that Approved Market.  These are expenses which would not typically 
have to be incurred in connection with investments in the United States or in   
certain other non-U.S.  securities markets such as Canada and Western Europe.   
There are added custodial, communications and other costs associated with the   
Fund's activities required in light of the specialized nature of the Fund's     
investment activities.                                                          

ADMINISTRATORS                                                              

PFPC Inc.  ("PFPC") serves as the administrative services, dividend         
disbursing and                                                                  

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transfer agent for the Fund.  The services provided by PFPC are subject to      
supervision by the executive officers and the Board of Directors of the Fund,   
and include day-to-day keeping and maintenance of certain records, calculation  
of the net asset value of the Shares, preparation of reports, liaison with its  
custodians, and transfer and dividend disbursing agency services.  For its      
services, the Fund pays PFPC a fee which, on an annual basis, equals 0.10% of   
the net assets of the Fund.                                                     

The Fund may, as is deemed necessary or appropriate, employ administrators  
in other countries in which it invests.  Certain emerging market countries      
require a local entity to provide administrative services for all direct        
investments by foreigners.  Where required by local law, the Fund intends to    
retain a local entity to provide such administrative services.  The local       
administrator will be paid a fee by the Fund for its services.  Generally, such 
services will be contracted for through Chase Manhattan Bank, N.A., the Fund's  
custodian, or through a foreign sub-custodian located in the particular country.

COMMON STOCK                                                                    

The authorized capital stock of the Fund is 200,000,000 Shares of common    
stock ($.01 par value).  As of March 31, 1997, 11,047,490.32 Shares were        
outstanding.  All of such Shares are held by State Street Bank and Trust Company
as Trustee of the BellSouth Master Pension Trust.  See "Selling Shareholder."   
On account of the fact that this investor presently owns 100% of the outstanding
shares of the Fund, this investor may be considered to be a controlling person  
of the Fund in accordance with applicable Securities and Exchange Commission    
rules.  Under the 1940 Act, an investor is presumed to control a registered     
investment company whenever the investor owns more than 25% of the outstanding  
voting securities of the company.                                               

Shares of the Fund, when sold and issued as provided herein, will be fully  
paid and nonassessable.  All Shares of common stock are equal as to earnings,   
assets and voting privileges.  The Shares currently have no conversion,         
preemptive or other subscription rights; rights to purchase Shares may be issued
in the future but any such rights would be subject to certain restrictions under
the 1940 Act, including that they be issued exclusively and ratably to all      
holders of Shares and that they expire after not more than 120 days.  In the    
event of liquidation, each Share is entitled to its proportion of the Fund's    
assets after debts and expenses.  There are no cumulative voting rights for the 
election of Directors.  The Shares are issued in registered form, and ownership 
and transfers of the Shares are recorded by the Fund's transfer agent.          

Under Maryland law, and in accordance with the Articles of Incorporation    
and Bylaws of the Fund, the Fund is not required to hold an annual meeting of   
its shareholders in any year in which the election of directors or other action 
is not required to be acted upon under the 1940 Act.  As a result, each director
will serve as a director for an indefinite term.  In accordance with the 1940   
Act, the Fund will undertake to call                                            

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a special meeting of shareholders for the purpose of voting upon the question of
removal of a director or directors when requested in writing to do so by the    
holders of at least 10% of the outstanding shares of the Fund and in connection 
with such meeting to comply with the provisions of Section 16(c) of the 1940 Act
relating to shareholder communications.  Holders of a majority of the           
outstanding Shares will constitute a quorum for the transaction of business at  
such meetings.  Attendance and voting at shareholders' meetings may be by proxy,
and shareholders may take action by unanimous written consent in lieu of holding
a meeting.                                                                      

As a closed-end investment company registered with the U.S.  Securities and 
Exchange Commission, the Fund is required in any offering of its Shares to sell 
such Shares at a price which is not less than the current net asset value per   
Share (see "Determination of Net Asset Value" below), except that sales at a    
price less than the current net asset value per Share may be made:  (i) in      
connection with an offering to all current holders of Shares, (ii) with the     
consent of the holders of a majority of the Shares, or (iii) as may be permitted
by an order of the Securities and Exchange Commission.  Any issuance or sale of 
additional Shares by the Fund at a price less than the current net asset value  
per Share would dilute the pro rata interests in the Fund's assets represented  
by the Shares outstanding at that time.                                         

PURCHASE OF SHARES                                                              

The Fund presently has authorized 200,000,000 Shares.  Up to 1,695,159.113  
Shares are being offered for sale by the Fund on a continuous basis.  The Fund  
acts as distributor in its sale of its own shares of stock.  It has, however,   
entered into an agreement with DFA Securities Inc., a wholly owned subsidiary of
the Advisor, pursuant to which DFA Securities Inc.  is responsible for          
supervising the sale of Shares by the Fund.  No compensation is paid by the Fund
to DFA Securities Inc.  under this agreement.                                   

It is management's belief that payment of a reimbursement fee by each       
investor, which is used to defray costs associated with investing proceeds of   
the sale of their Shares to such investors, where such costs are significant,   
will eliminate a dilutive effect such costs would otherwise have on the net     
asset value of Shares held by previous investors.  Therefore, the Shares are    
sold at a price which is equal to the current net asset value of such Shares    
plus a reimbursement fee of 0.5% of such net asset value.  The amount of the    
reimbursement fee represents management's estimate of the costs reasonably      
anticipated to be associated with the purchase of securities in Approved Markets
and used by them to defray such costs.  Shares sold by the Selling Shareholder  
pursuant to this Registration Statement are not subject to the reimbursement    
fee.  Reinvestments of dividends and capital gains distributions paid by the    
Fund and in-kind investments are not subject to a reimbursement fee.            

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Prospective investors must complete an Account Registration Form and submit 
it to:                                                                          
Dimensional Emerging Markets Fund Inc.                                      
c/o Dimensional Fund Advisors Inc.                                          
1299 Ocean Avenue, 11th floor                                               
Santa Monica, CA  90401                                                     

All investments are subject to approval of the Advisor and all investors    
must complete and submit the necessary account registration forms as well as a  
subscription agreement.  On the purchase date, once the net asset value has been
calculated, PFPC will send a confirmation to the purchaser, which confirmation  
will indicate the purchase price per share and total dollar amount of the       
purchase.  Payment must be received in immediately available funds as of the    
purchase date to be eligible for use to purchase Shares.  If immediately        
available funds are not received by the Fund until after the monthly Share      
purchase date, the funds will be returned to the investor without interest.  The
investor will then be responsible to retransmit the funds at a later date to    
ensure their timely availability on the next succeeding Share purchase date.    

The net asset value per Share will ordinarily be determined as of, and the  
purchase date for purchases of Shares will ordinarily be on, the last business  
day of each month on which the New York Stock Exchange is open for trading.  The
Fund reserves the right to calculate net asset value and accept purchases as of 
any other day in its discretion.  In the event the net asset value calculation  
is suspended for any of the reasons set forth in "Determination of Net Asset    
Value" below, the Fund may delay the purchase date for a period of up to 5      
business days.  If at the end of such period, the net asset value calculation is
still suspended, the funds will be returned to the investor without interest.   

Investors having an account with a bank that is a member or a correspondent 
of a member of the Federal Reserve System may request the bank to transmit      
immediately available funds (Federal Funds) by wire to Chase Manhattan Bank,    
N.A., Custodian, for the account of Dimensional Emerging Markets Fund Inc.      
Investors who wish to purchase shares of the Fund by check should send their    
check to Dimensional Emerging Markets Fund Inc., c/o PFPC Inc., 400 Bellevue    
Parkway, Wilmington, Delaware 19809.  The use of a cashier's check is           
recommended, as checks which have not provided immediately available funds as of
the Share purchase date will not be accepted by the Fund for Share sales        
purposes.                                                                       

If accepted by the Fund, Shares may be purchased in exchange for securities 
which are eligible for acquisition by the Fund as described in this Prospectus  
or in exchange for local currencies in which eligible securities of the Fund are
denominated.  Purchases in exchange for securities will not be subject to a     
reimbursement fee.  Securities and local currencies to be exchanged which are   
accepted by the fund will be valued as set forth under "Determination of Net    
Asset Value" at the time of the next determination of net asset value after such
acceptance.  Shares issued by the Fund in exchange for securities will be issued
at net asset value determined as of the same time.  All dividends, interest,    

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subscription, or other rights pertaining to such securities shall become the    
property of the Fund and must be delivered to the Fund by the investor upon     
receipt from the issuer.  Investors who desire to purchase Shares of the Fund   
with local currencies should first contact the Advisor for wire instructions.   

The Fund will not accept securities in exchange for shares of the Fund      
unless:  (1) such securities are, at the time of the exchange, eligible to be   
included in the Fund and current market quotations are readily available for    
such securities; and (2) neither the type, amount nor value of any such security
being exchanged will cause the Fund to be in violation of any of its investment 
policies and restrictions.                                                      

A gain or loss for federal income tax purposes will be realized by          
investors who are subject to federal taxation upon the exchange depending upon  
the cost of the securities or local currency exchanged.  Investors interested in
such exchanges should contact their own tax advisers.                           

Purchases of Shares will be made in full and fractional Shares calculated   
to three decimal places.  In the interest of economy and convenience,           
certificates for Shares will not be issued except at the written request of the 
stockholder.  Certificates for fractional Shares, however, will not be issued.  

Shares may also be purchased and sold by individuals through securities     
firms which may charge a service fee or commission for such transactions.  No   
such fee or commission is charged on shares which are purchased or redeemed     
directly from the Fund.  Investors who are clients of investment advisory       
organizations may also be subject to investment advisory fees under their own   
arrangements with such organizations.                                           

SELLING SHAREHOLDER                                                             

As of the date of this Prospectus, all of the Fund's outstanding Shares are 
held by State Street Bank and Trust Company as Trustee of the BellSouth Master  
Pension Trust (the "Selling Shareholder").  As of March 31, 1997, the Selling   
Shareholder owned beneficially and of record  11,047,490.932 Shares.  The Fund  
has registered the offering of all of such Shares by the Selling Shareholder in 
the offering contemplated hereby.  The sale by the Selling Shareholder of all of
such Shares in the offering would reduce the Selling Shareholder's share        
ownership interest in the Fund to zero.  The Fund has been advised by the       
Selling Shareholder that although it may sell some or all of such Shares in the 
future, it does not presently intend to sell any of such Shares.  The Selling   
Shareholder has never held any position or office with the Fund or any of its   
affiliates and has never had any other material relationship with the Fund or   
any of its affiliates.                                                          

FUTURE ACTIONS RELATING TO POSSIBLE DISCOUNT IN THE MARKET PRICE OF THE     
FUND'S SHARES                                                                   

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Shares of investment companies frequently trade at a discount from net      
asset value but may trade at a premium.  The Fund cannot predict whether the    
Shares will trade at, below or above net asset value.  In fact, it is not       
anticipated that an active secondary market will develop for the Shares.  The   
Common Stock is designed primarily for long-term investors, and investors in the
Common Stock should not view the Fund as a vehicle for trading purposes.        

TENDER OFFERS                                                               

In recognition of the possibility that the Fund's shares may trade, if at   
all, at a discount to net asset value, the Board of Directors of the Fund may   
from time to time consider the commencement of an offer to purchase the Shares  
of the Fund from all Fund shareholders at a price per share equal to the net    
asset value per Share determined at the close of business on the day the offer  
terminates ("Tender Offer"), subject to certain conditions.  There can be no    
assurance that the Fund will commence a Tender Offer at any particular time(s)  
or at all.                                                                      

The fact that the Fund's Shares may be the subject of one or more tender    
offers at net asset value may enhance their attractiveness to investors, thereby
reducing the spread between market price and net asset value that might         
otherwise exist.  Sellers may be less inclined to accept a significant discount 
if they have some prospect of being able to receive net asset value in          
conjunction with a possible tender offer.  There can be no assurance, however,  
that the prospect of a Tender Offer or a Tender Offer, if made, will result in  
the Shares trading at a price equal to their net asset value.  Consummation of a
Tender Offer will decrease the Fund's assets and will have the likely effect of 
increasing the Fund's expense ratio.  Subject to the Fund's investment          
restriction with respect to borrowings, the Fund may borrow money to finance the
purchase the Shares pursuant to a Tender Offer and such borrowings will increase
the Fund's expenses.  See "Investment Restrictions."  Interest on any such      
borrowings by the Fund for such purposes may require the Fund to invest in      
certain temporary investments in order to meet interest on the borrowings.  In  
addition, the Fund may have to substantially restructure its portfolio in order 
to make such Tender Offer, which would involve trading costs and may result in  
losses to the Fund.                                                             

OTHER SHARE REPURCHASES                                                     

The Fund may from time to time attempt to reduce or eliminate a market      
value discount from net asset value by repurchasing Shares when it can do so at 
prices below the then current net asset value per share.  Although the Board    
believes that Share repurchases generally would have a favorable effect on the  
market price of the Shares, it should be recognized that the acquisition of     
Shares by the Fund will decrease its total assets and therefore may increase the
Fund's expense ratio.  In accordance with applicable regulations under the 1940 
Act, share repurchases from holders of 5% or more of the Fund's then outstanding
Shares are prohibited.                                                          

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GENERAL                                                                     

There can be no assurance that repurchases and/or tenders, if undertaken at 
all, will result in the Fund's Shares trading at a price that approximates or is
equal to their net asset value.  The Fund anticipates that if a market for its  
Shares develops, the market price of the Shares will from time to time vary from
net asset value.                                                                

REPORTS AND PUBLICATION OF SHARE VALUE                                          

Financial statements of the Fund are sent to the shareholders at least      
semiannually, and the annual financial statements will be audited.              

Materials published by the Fund may include historical data concerning the  
Fund's total return for various periods.                                        

Investment performance is calculated on a total return basis; that is by    
including all net investment income and any realized and unrealized net capital 
gains or losses during the period for which investment performance is reported. 
If dividends or capital gains distributions have been paid during the relevant  
period the calculation of investment performance will include such dividends and
capital gains distributions as though reinvested in shares of the Fund.         
Standard quotations of total return, which include deductions of any applicable 
reimbursement fees, are computed in accordance with SEC requirements and are    
presented whenever any non-standard quotations are disseminated.                
Non-standardized total return quotations may differ from the SEC regulation     
computations by covering different time periods and excluding deduction of      
reimbursement fees charged to investors and paid to the Fund which would        
otherwise reduce returns quotations.  Performance data is based on historical   
earnings and is not intended to indicate future performance.  Rates of return   
expressed on an annual basis will usually not equal the sum of returns expressed
for consecutive interim periods due to the compounding of the interim yields.   

Rates of return expressed as a percentage of U.S.  dollars will reflect     
applicable currency exchange rates at the beginning and ending dates of the     
investment periods presented.  The return expressed in terms of U.S.  dollars is
the return one would achieve by investing dollars in the Fund at the beginning  
of the period and liquidating the investment in dollars at the end of the       
period.  Hence, the return expressed as a percentage of U.S.  dollars combines  
the investment performance of the Fund as well as the performance of the local  
currency or currencies of the Fund.                                             

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DETERMINATION OF NET ASSET VALUE                                            

The net asset value per Share is calculated in U.S.  Dollars on the last    
business day of each month on which the New York Stock Exchange is open for     
regular trading, and may be calculated at such other times as the Board of      
Directors may determine, in the following manner:                               

1. Portfolio securities, including ADRs and IDRs, which are traded on       
stock exchanges, are valued at the closing price on the exchange on which such  
securities are traded, as of the close of business in New York City on the day  
the securities are being valued, or, in the absence of any sales, at the current
bid price.  In cases where securities are traded on more than one exchange, the 
securities are valued on the exchange designated by or under the authority of   
the Board as the primary market.  Securities traded in the OTC market are valued
at the current bid price in the OTC market prior to the time of valuation.      
Securities and assets for which market quotations are not readily available     
(including restricted securities which are subject to limitations as to their   
sale) are valued at fair value as determined in good faith by or under the      
authority of the Board.  United States Treasury bills, certificates of deposit  
issued by banks, corporate short-term notes and other short-term investments and
bonds and notes are valued on the basis of prices provided by a pricing service 
when such prices are believed to reflect the fair market value of such          
securities or, if such prices are not available, as established by the Board of 
Directors of the Fund.  Shares of other investment companies may be valued using
market quotations if the Fund's officers determine, under guidelines set forth  
by the Board, that the market volume and the depth of the market are sufficient 
to establish that the market quotation is appropriate to reflect the accurate   
fair market value.  Where, in the opinion of the Board of Directors, market     
quotations do not appropriately reflect fair market value, shares of other      
investment companies will be valued at current net asset value.  If the Fund    
becomes aware, in the ordinary course of business, that a material development  
has occurred between the last time when the principal market for a foreign      
security has closed, and the next succeeding or contemporaneous close of        
business in New York City, the investment committee of the Board of Directors   
will determine, in their opinion, if the fair value of the security should be   
set at a price other than the last reported closing price.  Assets or           
liabilities initially expressed in terms of foreign currencies are translated   
into U.S.  dollars at the prevailing market rates as determined according to    
procedures approved by the Board of Directors.  The fair value of all other     
assets is added to the value of securities to arrive at the total assets;       

2. The Fund's liabilities, including proper accruals of taxes and other     
expense items, are deducted from the total assets; and                          

3. The net assets so obtained are then divided by the total number of       
Shares outstanding (excluding treasury Shares), and the result, rounded to the  
nearest 1/100 of a cent, is the net asset value per Share.                      

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The Fund may suspend net asset value calculation:  (1) during any period    
when the New York Stock Exchange is closed, or trading on the Exchange is       
restricted as determined by the Securities and Exchange Commission, (2) during  
any period when an emergency exists as defined by the rules of the Securities   
and Exchange Commission as a result of which it is not reasonably practicable   
for the Fund to dispose of securities owned by it, or fairly to determine the   
value of its assets and (3) for such other periods as the Securities and        
Exchange Commission may permit.                                                 

VALUATION OF CERTAIN APPROVED MARKET SECURITIES                             

Certain of the Fund's securities holdings in Approved Markets may be        
subject to tax, investment and currency repatriation regulations of the Approved
Market that could have a material effect on the valuation of the securities.    
For example, the Fund might be subject to different levels of taxation on       
current income and realized gain depending upon the Fund's holding period of the
securities.  In general, a longer holding period (e.g., 5 years) may result in  
the imposition of lower tax rates than a shorter holding period (e.g., 1 year). 
The Fund may also be subject to certain contractual arrangements with investment
authorities in an Approved Market which require the Fund to maintain minimum    
holding periods or to limit the extent of repatriation of income and realized   
gains.  As a result, the valuation of particular securities at any one time may 
depend materially upon the assumptions that the Fund makes at that time         
concerning the Fund's anticipated holding period for the securities.  Absent    
special circumstances as determined by the Board of Directors of the Fund, it is
the present intention of the Fund that the valuation of such securities will be 
based upon the assumption that the Fund will hold the securities for at least   
the amount of time necessary to avoid higher tax rates or penalties and currency
repatriation restrictions, which would be imposed in the event that the Fund    
held the securities a shorter period of time.  However, the use of such         
valuation standards will not prevent the Fund from selling such securities in a 
shorter period of time if the Advisor considers the earlier sale to be a more   
prudent course of action.  Revision in valuation of those securities will be    
made at the time of the transaction to reflect the actual sales proceeds inuring
to the Fund.                                                                    

DIVIDENDS, DISTRIBUTIONS AND REINVESTMENT IN ADDITIONAL SHARES                  

The Fund will, from time to time, distribute dividends and realized net     
capital gains to shareholders.  The Fund intends to distribute to shareholders  
annually substantially all of its investment company taxable income.  Investment
company taxable income includes all of the Fund's taxable income minus the      
excess, if any, of its net realized long term capital gains over its net        
realized short term capital losses (including any capital loss carryovers), plus
or minus certain other required adjustments.  The Fund will determine annually  
whether to distribute any net realized long term capital gains in excess of net 
realized short term capital losses (including any capital loss carryovers),     
although it currently expects to do so.  See "Tax Considerations."  Shareholders
will receive all                                                                

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distributions in additional Shares issued by the Fund for this purpose priced at
the next calculated net asset value, unless a shareholder elects to receive     
dividends and/or distributions by wire transfer when requested or in cash paid  
by check in U.S.  Dollars mailed directly to the shareholder by PFPC Inc., the  
paying agent.  Shareholders must make such election in writing sent to the      
Fund's dividend paying agent.  Cash dividends and distributions paid to these   
shareholders will be reduced by the amount of any foreign taxes incurred with   
respect to remittances to pay such cash dividends or distributions.  See "Tax   
Considerations."                                                                

The receipt of dividends and distributions in Shares will not relieve       
participants of any income tax or withholding tax that may be payable on such   
dividends or distributions.                                                     

PORTFOLIO TRANSACTIONS AND BROKERAGE                                            

In placing orders for the purchase and sale of securities for the Fund, the 
Advisor will use its best efforts to obtain the most favorable net results and  
execution of the Fund's orders, taking into account all appropriate factors,    
including price, dealer spread or commission, if any, size of the transaction,  
and difficulty of the transaction.  Transactions in the U.S.  and in some       
Approved Markets involve the payment of negotiated brokerage commissions, which 
may vary among different brokers.  In other Approved Markets, commissions may be
charged in accordance with fixed rate schedules.  The cost of securities        
purchased from underwriters includes an underwriter's commission or concession, 
and the prices at which securities are purchased from and sold to dealers in the
over-the-counter markets include an undisclosed dealer's mark-up or mark-down.  
Fixed-income securities are generally traded on a "net" basis with dealers      
acting as principal for their own accounts without a stated commission.  Foreign
security settlements may in some instances be subject to delays and related     
administrative uncertainties.                                                   

The Advisor is authorized to pay commissions to brokers furnishing          
brokerage and research services in excess of commissions which another broker   
or dealer may charge for the same transaction.  The type of services the        
Advisor may consider when selecting brokers to effect transactions includes     
advice as to the value of securities, the advisability of investing in,         
purchasing or selling securities, the availability of securities or             
purchasers or sellers of securities, and the furnishing of analyses and         
reports concerning issues, industries, securities, economic factors and         
trends, portfolio strategy and the performance of accounts.  Although certain   
research, market and statistical information from brokers can be useful to      
the Fund and to the Advisor, it is the opinion of the Advisor that such         
information is only supplementary to its own research effort, since the         
information must still be analyzed, weighed and reviewed by the Advisor in      
connection with the Fund.  Such information may be useful to the Advisor in     
providing services to clients other than the Fund, and not all such             
information may be used by the Advisor in connection with the Fund.             
Conversely, such information provided to the Advisor by brokers and dealers     

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through whom other clients of the Advisor effect securities transactions may be 
useful to the Advisor in providing services to the Fund.                        

Neither the Fund nor the Advisor has made any commitments to place          
brokerage business with particular brokers or dealers.  However, the Advisor    
does expect to identify one or a small group of brokerage firms in each Approved
Market for regular use.  It is anticipated that the availability of brokerage   
firms in particular Approved Markets may be substantially less than the         
availability of brokerage firms in the United States, Canada or the Western     
European countries.  The Advisor is of the opinion that it may be necessary or  
appropriate in the Approved Markets to identify particular brokerage firms      
believed to be particularly knowledgeable and competent in trading in such      
markets, and to direct substantially all of the Fund's business to those        
brokers.                                                                        

Under the Agreement, the Advisor and its affiliates are permitted to        
provide investment advisory services to other clients, including clients which  
may invest in Approved Market securities.  In addition, under the Agreement,    
when the Advisor deems the purchase or sale of a security or other asset to be  
in the best interests of the Fund as well as other accounts managed by it or its
affiliates, it may, to the extent permitted by applicable laws and regulations, 
aggregate the securities or other assets to be sold or purchased for the Fund   
with those to be sold or purchased for such other accounts.  In that event,     
allocation of the securities or other assets purchased or sold, as well as the  
expense incurred in the transaction, will be made by the Advisor in the manner  
it considers to be most equitable and consistent with its obligations to the    
Fund under the Agreement and to such other accounts.                            

The portfolio turnover rate is expected to be less than 20% each fiscal     
year.  For the period December 1, 1995 -November 30, 1996, the Fund's portfolio 
turnover rate was .29% (as calculated in accordance with applicable Securities  
and Exchange Commission rules).                                                 

TAX CONSIDERATIONS                                                              

UNITED STATES TAX CONSIDERATIONS                                            

The Fund is registered as an investment company under the 1940 Act and will 
seek to continue its registration and to elect to be taxed as a "regulated      
investment company" under the Internal Revenue Code of 1986, as amended (the    
"Code").  The Fund did qualify for tax treatment as a "regulated investment     
company" for the fiscal year ended November 30, 1996.  To qualify for the       
special tax treatment afforded regulated investment companies under the Code,   
the Fund must annually distribute at least 90% of the sum of its investment     
company taxable income (consisting generally of net investment income and       
certain short-term capital gains) and its tax-exempt interest income, if any,   
and must meet certain diversification of assets rules, as well as other         
requirements of the Code.  If the Fund qualifies for such tax treatment, it will
not be subject to federal                                                       

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income tax on the part of its investment company taxable income and its net     
realized capital gains distributed to shareholders.  If the Fund did not qualify
for and elect treatment as a regulated investment company, the Fund would incur 
significant federal income tax liabilities so that the investment returns to    
Fund shareholders would be correspondingly reduced.                             

The Fund expects to distribute annually all of its investment company       
taxable income and any net realized capital gains.  By so doing, the Fund       
intends to avoid any excise tax liability and any adverse consequences arising  
as a result of its personal holding company status.                             

The Fund may be required to withhold for federal income taxes 31% of the    
taxable distributions payable to certain shareholders who fail to provide the   
Fund with their correct taxpayer identification numbers or to make required     
certifications, or who have been notified by the Internal Revenue Service that  
they are subject to back-up withholding.                                        

So long as (i) the Fund qualifies for treatment as a regulated investment   
company, (ii) the Fund is liable for foreign income taxes, and (iii) more than  
50% of the Fund's total assets at the close of its taxable year consist of stock
or securities of foreign corporations, the Fund will elect to "pass through" to 
the Fund's shareholders the amount of such foreign taxes paid by the Fund.  If  
this election is made, information with respect to the amount of the foreign    
income taxes that are allocated to the shareholders will be provided to them and
any shareholder subject to tax on dividends from the Fund will be required      
(i) to include in ordinary gross income (in addition to the amount of the       
taxable dividends actually received) its proportionate share of the foreign     
taxes paid by the Fund that are attributable to such dividends; and (ii) either 
to deduct its proportionate share of foreign taxes in computing its taxable     
income or to claim that amount as a foreign tax credit (subject to applicable   
limitations) against U.S. income taxes.                                         

If the Fund purchases shares in certain foreign investment entities, called 
"passive foreign investment companies" ("PFIC"), the Fund may be subject to     
U.S. federal income tax on a portion of any "excess distribution" or gain       
from the disposition of such shares even if such income is distributed as a     
taxable dividend by the Fund to its shareholders.  In addition, the Fund will   
attempt to monitor transactions in forward foreign exchange and foreign         
currency futures contracts so as to minimize adverse tax consequences related   
to such transactions.                                                           

The Fund provides federal tax information to shareholders annually,         
including information about dividends and distributions paid during the         
preceding year.                                                                 

The foregoing general discussion relates solely to the U.S.  federal tax    
consequences of an investment in the Fund.  Distributions may also be subject to
additional or other                                                             

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federal state, local and foreign taxes depending on each shareholder's          
particular situation.  Each investor should consult with its own tax advisor    
concerning the tax consequences of an investment in the Fund.                   

TAXES IMPOSED IN APPROVED MARKETS                                           

The Fund will be liable in each Approved Market to pay various taxes        
relating to its portfolio investments.  These taxes may vary materially as      
between Approved Markets and may vary materially from similar taxes imposed     
by the United States or other more developed markets.  For example, some        
countries may impose taxes on dividends and interest received and capital       
gains earned at the time they are received or earned, and others may impose     
taxes only on the remittance of dividends, interest or capital gains out of     
the country of origin. Such income may be subject to withholding, and some      
countries apply supplementary taxes to profits in excess of a specified         
percentage return. Other property, or stamp taxes, may be applicable to the     
Fund or its shareholders in connection with the Fund's proposed activities in   
Approved Markets.                                                               

Tax rates vary among countries with emerging markets and, in some cases,    
are high in relation to comparable U.S.  rates.  Some countries apply special   
or different rates of taxes to foreign investors as distinguished from          
domestic investors.  Particular tax structures may have the intended or         
incidental effect of encouraging longer rather than shorter holding periods     
for particular securities and/or the reinvestment of earnings and sales         
proceeds in the same jurisdiction.                                              

Investors should be aware that the tax regime of any country applicable to  
foreign investors, including tax rates, taxable basis and the manner in which   
taxes would be applied may be amended by law or regulation at any time.  In     
addition, emerging market jurisdictions typically have less well-defined tax    
laws and procedures than is the case in the United States, and such laws may    
permit retroactive taxation so that the Fund could in the future become         
subject to local tax liability that it had not reasonably anticipated in        
conducting its investment activities or valuing its assets.                     

THE FOREGOING IS ONLY A SUMMARY OF CERTAIN MATERIAL TAX CONSEQUENCES        
AFFECTING THE FUND AND ITS SHAREHOLDERS.  EACH SHAREHOLDER IS ADVISED TO CONSULT
ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO IT OF AN 
INVESTMENT IN THE FUND.                                                         

GENERAL INFORMATION                                                             

DIVIDEND PAYING AGENT, TRANSFER AGENT AND CUSTODIAN                         

PFPC Inc.  acts as dividend paying agent and transfer agent for the Shares. 
Chase Manhattan Bank, N.A.  acts as Custodian for the Fund pursuant to a    
custodian agreement.  The Custodian employs sub-custodians located in countries 
where the Fund's portfolio securities are traded.                               

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INDEPENDENT ACCOUNTANTS                                                     

The accounting firm of Coopers & Lybrand L.L.P.  acts as independent        
accountants for the Fund.                                                       

FURTHER INFORMATION                                                         

The law firm of Stradley, Ronon, Stevens & Young, LLP acts as legal counsel 
to the Fund.  Stradley, Ronon, Stevens & Young, LLP also represents other       
investment companies managed by the Advisor in various matters related and      
unrelated to the business of the Fund.                                          

At the date of this Prospectus, the Fund was not subject to any pending     
litigation and was not aware of any threatened litigation.                      

Further information concerning these securities and their issuer may be     
found in the Registration Statement of which this Prospectus constitutes a part 
on file with the Securities and Exchange Commission.                            

Shareholder inquiries may be made by writing or calling the Fund at the     
address or telephone number appearing on the cover of this Prospectus.          

FINANCIAL STATEMENTS                                                        

The audited financial statements and financial highlights of the Fund for   
the Fund's fiscal year ended November 30, 1996, as set forth in the Fund's      
annual report to shareholders, and the report thereon of Coopers & Lybrand      
L.L.P., independent accountants, also appearing therein, are incorporated herein
by reference.                                                                   

A shareholder may obtain a copy of the reports upon request and without     
charge, by contacting the Fund at the address or telephone number on the cover  
of this prospectus.                                                             

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Dimensional Emerging Markets Fund Inc.      
1299 Ocean Avenue                           
11th floor                                  
Santa Monica, CA                            
Tel.  No.  (310) 395-8005                   

Investment Advisor                          
Dimensional Fund Advisors Inc.              
1299 Ocean Avenue                           
11th floor                                  
Santa Monica, CA  90401                     
Tel.  No.  (310) 395-8005                   

Transfer And Dividend Disbursing Agent      
PFPC Inc.                                   
400 Bellevue Parkway                        
Wilmington, DE  19809                       

Custodian                                   
Chase Manhattan Bank, N.A.                  
4 Chase MetroTech Center                    
Brooklyn, NY 11245                          

Legal Counsel                               
Stradley, Ronon, Stevens & Young, LLP       
2600 One Commerce Square                    
Philadelphia, PA  19103                     

Independent Accountants                     
Coopers & Lybrand L.L.P.                    
2400 Eleven Penn Center                     
Philadelphia, PA 19103                      

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Part C              

OTHER INFORMATION               

ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS                                 

1. Financial Statements                                                     

Part A                                                                

(a) Financial Highlights and Report of Independent Accountants *      

(b) Schedule of Investments, Statement of Assets & Liabilities,       
Statement of Operations, Statement of Changes in Net Assets,  
Financial Highlights, Notes to Financial Statements, Report of
Independent Accountants *                                     

Part B                                                                

Not Applicable                                                        

2. Exhibits                                                                 

(a) Articles of Incorporation -- on file January 19, 1993             

(b) By-Laws -- on file January 19, 1993                               

(c) Not applicable                                                    

(d) See Articles of Incorporation -- on file January 19, 1993         

(e) Not applicable                                                    

(f) Not applicable                                                    

(g) Investment Management Agreement, amended and restated February 1, 
1994 -filed herewith.                                         

(h) Not applicable                                                    

(i) Not applicable                                                    

* Incorporated by reference to the Fund's annual report to shareholders filed   
electronically via the EDGAR system on February 4, 1997 pursuant to Rule 30b2-1 

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Under the Investment Company Act of 1940.                                       

(j) Global Custody Agreement with Chase Manhattan Bank, N.A.  -- on   
file January 19, 1993                                         

(k) (1)   Form of Administration and Accounting Services Agreement -- 
on file January 19, 1993                                      

(2)   Form of Transfer Agency Agreement -- on file January 19,
1993                                                          

(3)   Forms of Foreign Administration Agreements -- on file   
January 19, 1993                                              

  (4)   Form of Distribution Agreement -- on file January 19, 1993

(l) Opinion and Consent of Morrison & Foerster LLP -- filed as an     
exhibit to Registrant's Post Effective Amendment Nos. 2 and 4 
filed via EDGAR on or about March 20, 1996                    

(m) Not applicable                                                    

(n) Consent of Independent Accountants -- filed herewith              

(o) Not applicable                                                    

(p) Form of Subscription Agreement relating to initial capital -- on  
file January 19, 1993                                         

(q) Not applicable                                                    

(r) Financial Data Schedule                                           

ITEM 25.  MARKETING ARRANGEMENTS                                            

Not applicable                                                              

ITEM 26.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                       

The following table sets forth the approximate expenses incurred in         
connection with the offering described in this Registration Statement:          

SEC Registration fees                                  $67,283**        
National Association of Securities Dealers, Inc.       $20,012**        
fees                                                                    

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Printing (other than certificates)                     $2,750**         
Engraving and printing certificates                    $ N/A            
Fees and expenses of qualification under state         $ N/A            
securities laws (excluding fees of counsel)                             
Accounting fees and expenses                           $3,500*          
Legal fees and expenses                                $10,000*         
Transfer Agent and Registrar fees                      $ N/A *          
Miscellaneous                                          $ 0              
TOTAL                                               $103,545*     
__________________                                                              
*    Does not include costs incurred in connection with the Registrant's
organization, estimated at $250,000.                          
**   Incurred prior to fiscal year 1995.                                

ITEM 27.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT 

As of the date of this Registration Statement on Form N-2, no person is 
controlled by or under common control with the Registrant.                      

ITEM 28.  NUMBER OF HOLDERS OF SECURITIES                               

                                      NUMBER OF RECORD
TITLE OF CLASS                          HOLDERS AS OF APRIL 15, 1997    
Common Stock ($.01 par value)                              1                    

ITEM 29.  INDEMNIFICATION                                               

   Reference is made to Article Eighth, Section 5 of the Registrant's Articles
of Incorporation and Article 5, Section 5.08 of the Registrant's Bylaws, which  
are filed as Exhibits 1 and 2, respectively, to this Registration Statement.    

The Articles and Bylaws of Registrant provide for indemnification of    
officers and directors to the fullest extent permitted by Maryland law,         
Section 2-418 of the Maryland General Corporation Law provides for such         
indemnification except to the extent that their conduct constitutes willful     
misfeasance, bad faith, gross negligence or reckless disregard of the duties    
involved in the conduct of their office.                                        

  Registrant's charter provides that the directors and officers shall not be
liable to the Registrant or its stockholders for money damages, except as       
otherwise required under the Securities Act of 1933 or the Investment Company   
Act of 1940.                                                                    

 Insofar as indemnification for liability arising under the Securities Act
of 1933, as                                                                     

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amended ("Act"), may be permitted to the trustees, officers and controlling     
persons of the Registrant pursuant to the foregoing provisions, or otherwise,   
the Registrant has been advised that, in the opinion of the Securities and      
Exchange Commission, such indemnification is against public policy as expressed 
in the Act, and is, therefore, unenforceable.  In the event that a claim for    
indemnification against such liabilities (other than the payment by the         
Registrant of expenses incurred or paid by a trustee, an officer or controlling 
person of the Registrant in the successful defense of any action, suit or       
proceeding) is asserted by such trustee, officer or controlling person in       
connection with the securities being registered, the Registrant will, unless in 
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such         
indemnification by it is against public policy as expressed in the Act and will 
be governed by the final adjudication of such issue.                            

ITEM 30.  BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISOR      

  Dimensional Fund Advisors Inc., the investment manager for the Registrant,
is also the investment manager for three other registered open-end investment   
companies, DFA Investment Dimensions Group Inc., DFA Investment Trust Company   
and Dimensional Investment Group Inc.  The Advisor also serves as sub-advisor   
for certain other registered investment companies.  For additional information, 
please see "Management" in the Prospectus.  Additional information as to the    
Advisor and the directors and officers of the Advisor is included in the        
Advisor's Form ADV filed with the Commission.                                   

ITEM 31.  LOCATION OF ACCOUNTS AND RECORDS                              

   The accounts and records of the Registrant will be located at the office of
the Registrant and at additional locations, as follows:                         

NAME                                         ADDRESS          
Dimensional Emerging Markets Fund           1299 Ocean Avenue, 11th Floor       
Inc.                                        Santa Monica, California 90401      

PFPC Inc.                                   103 Bellevue Parkway                
                             Wilmington, DE  19809

Chase Manhattan Bank, N.A.                  4 Chase MetroTech Center            
                                Brooklyn, New York 11245

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Item 32. Management Services                                                    

Not applicable                                                          

Item 33. Undertakings                                                           

   1.   Registrant undertakes to suspend offering of the shares covered hereby
until it amends its prospectus contained herein if (a) subsequent to the        
effective date of this Registration Statement, its net asset value per Share    
declines more than 10 percent from its net asset value per Share as of the      
effective date of this Registration Statement; or (b) its net asset value       
increases to an amount greater than its net proceeds as stated in the prospectus
incorporated by reference herein.                                               

2.   Not applicable                                                     

3.   Not applicable                                                     

4.   Since securities are being registered in reliance on Rule 415 under
the Securities Act of 1933 ("1933 Act"), the Registrant hereby undertakes:      

    (a)  To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:                 

             (i) to include any prospectus required by section 10(a)(3) of the
1933 Act;                                                                       

           (ii) to reflect in the prospectus any facts or events after the
effective date of the registration statement (or the most recent post-effective 
amendment thereof) which, individually or in the aggregate, represent a         
fundamental change in the information set forth in the registration statement;  
and                                                                             

         (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or  
any material change to such information in the registration statement.          

        (b)  that, for the purpose of determining any liability under the 1933
Act, any such post-effective amendment shall be deemed to be a new registration 
statement relating to the securities offered therein, and the offering of those 
securities at that time shall be deemed to be the initial bona fide offering    
thereof; and                                                                    

(c)  to remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the     
termination of the offering.                                                    

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   5.   Pursuant to Rule 430A under the Securities Act of 1933 and Item 512(j)
of Regulation S-K, the Registrant hereby undertakes that:                       

        (a)  For the purpose of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part  
of a registration statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the Registration pursuant to rule 424(b)(1) of (4) or    
497(h) under the Securities Act of 1933 shall be deemed to be part of this      
Registration statement as of the time it was declared effective.                

        (b)  For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus   
shall be deemed to be a new registration statement relating to the securities   
offered therein, and the offering of such securities at that time shall be      
deemed to be the initial bona fide offering thereof.                            

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SIGNATURES              

Pursuant to the requirements of the Securities Act of 1933 and the      
Investment Company Act of 1940, the Registrant has duly caused this             
Post-Effective Amendment to its Registration Statement to be signed on its      
behalf by the undersigned, thereunto duly authorized, in the City of Santa      
Monica and the State of California on the 28th day of April, 1997.  Registrant  
represents that this amendment is filed solely for one or more of the purposes  
specified in paragraph (b)(1) of Rule 486 of the Securities Act of 1933, and no 
material event requiring disclosure in the prospectus, other than one listed in 
such paragraph, has occurred since the effective date of Registrant's           
registration statement.                                                         

                          Dimensional Emerging Markets Fund Inc.

                By:  /s/ Michael T. Scardina
                                    --------------------------------------

                 Michael T. Scardina

                                     Vice President, Chief Financial Officer
            and Controller

Pursuant to the requirements of the Securities Act of 1933, this        
Registration Statement has been signed by the following persons in the          
capacities and on the dates indicated.                                          

SIGNATURE                       TITLE                        DATE     

/s/ David G.  Booth            Director, President and         April 28, 1997   
-----------------------------  Chairman-Chief Executive                         
David G.  Booth*               Officer                                          

/s/ Rex A.  Sinquefield        Director, Chairman-Chief        April 28, 1997   
-----------------------------  Investment Officer                               
Rex A.  Sinquefield*                                                            

/s/ George M.  Constantinides  Director                        April 28, 1997   
-----------------------------                                                   
George M.  Constantinides*                                                      

/s/ John P.  Gould             Director                        April 28, 1997   
-----------------------------                                                   
John P.  Gould*                                                                 

/s/ Roger G.  Ibbotson         Director                        April 28, 1997   
-----------------------------                                                   
Roger G.  Ibbotson*                                                             

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/s/ Merton M.  Miller          Director                        April 28, 1997   
-----------------------------                                                   
Merton M.  Miller*                                                              

/s/ Myron S.  Scholes          Director                        April 28, 1997   
-----------------------------                                                   
Myron S.  Scholes*                                                              

/s/ Michael T.  Scardina       Vice President, Chief           April 28, 1997   
-----------------------------  Financial Officer and                            
Michael T.  Scardina*          Controller                                       

*By:  /s/ Michael T. Scardina                                           
--------------------------                                  
Michael T. Scardina                                     
Attorney-in-fact                                        
   (Pursuant to a Power-of-Attorney filed as an exhibit to
          Registrant's Post-Effective Amendment Nos. 1 and 3, filed with
the SEC on or about March 20, 1995.)                

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EXHIBIT INDEX               

EXHIBIT NO.                         DESCRIPTION                                 
------------                        ------------                                

24(2)(g)           Investment Management Agreement, amended and restated        
February 1, 1994                          

24(2)(n)           Consent of Independent Accountants                           

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24(2)(r)           Financial Data Schedule                                      

4               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘486BPOS’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		4/29/97		7
		4/28/97		55		56
		4/15/97		51
		3/31/97		7		38
		2/4/97		49					N-30D
		11/30/96		13		47			N-30D,  NSAR-B
		3/20/96		50					POS AMI
		12/1/95		44
		11/30/95		34					NSAR-B
		3/20/95		56
		11/30/94		34					NSAR-B
		3/1/94		13
		2/1/94		49		57
		12/22/93		34
		1/19/93		49		50
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