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                                                345 Park Avenue (at 51st Street)
                                                        New York, New York 10154
                                                                  (800) 349-4281

Scudder New Asia Fund, Inc.


                                                               September 1, 1999


To the Stockholders:

     The Annual  Meeting of  Stockholders  of Scudder New Asia Fund,  Inc.  (the
"Fund") is to be held at 9:00 a.m.,  eastern  time,  on  Wednesday,  October 20,
1999, at the offices of Scudder Kemper  Investments,  Inc., 25th Floor, 345 Park
Avenue (at 51st Street),  New York, New York 10154.  Stockholders who are unable
to attend  this  meeting  are  strongly  encouraged  to vote by proxy,  which is
customary in corporate  meetings of this kind. A Proxy  Statement  regarding the
meeting,  a proxy card for your vote at the  meeting  and an envelope -- postage
prepaid -- in which to return your proxy card are enclosed.

     At the Annual  Meeting,  the  stockholders  will elect four  Directors  and
consider the ratification of the selection of PricewaterhouseCoopers  LLP as the
Fund's independent accountants.  In addition, the stockholders present will hear
a report on the  Fund.  There  will be an  opportunity  to  discuss  matters  of
interest to you as a stockholder.

     Your  Fund's  Directors  recommend  that  you  vote in favor of each of the
foregoing matters.

Respectfully,

/s/Nicholas Bratt                                          /s/Daniel Pierce

Nicholas Bratt                                             Daniel Pierce
President                                                  Chairman of the Board

- --------------------------------------------------------------------------------
STOCKHOLDERS  ARE  URGED TO SIGN  THE  PROXY  CARD  AND MAIL IT IN THE  ENCLOSED
POSTAGE-PREPAID  ENVELOPE  SO AS TO  ENSURE A  QUORUM  AT THE  MEETING.  THIS IS
IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES.
- --------------------------------------------------------------------------------









                           SCUDDER NEW ASIA FUND, INC.

                    Notice of Annual Meeting of Stockholders

To the Stockholders of
Scudder New Asia Fund, Inc.:

Please take notice that the Annual Meeting of  Stockholders  of Scudder New Asia
Fund,  Inc.  (the  "Fund")  has been called to be held at the offices of Scudder
Kemper  Investments,  Inc.,  25th Floor,  345 Park Avenue (at 51st Street),  New
York, New York 10154, on Wednesday, October 20, 1999 at 9:00 a.m., eastern time,
for the following purposes:

              (1) To elect three Directors of the Fund to hold office for a term
     of three  years and one  Director  of the Fund to hold office for a term of
     two years or until their respective successors shall have been duly elected
     and qualified.

              (2) To ratify or reject  the action of the Board of  Directors  in
     selecting  PricewaterhouseCoopers  LLP as independent  accountants  for the
     fiscal year ending December 31, 1999.

The  appointed  proxies  will vote on any other  business as may  properly  come
before the meeting or any adjournments thereof.

Holders  of  record of the  shares  of common  stock of the Fund at the close of
business  on  August  25,  1999  are  entitled  to vote at the  meeting  and any
adjournments thereof.


                                       By order of the Board of Directors,
                                       John Millette, Secretary

September 1, 1999



- --------------------------------------------------------------------------------
IMPORTANT -- We urge you to sign and date the enclosed  proxy card and return it
in the enclosed addressed envelope which requires no postage and is intended for
your  convenience.  Your prompt  return of the enclosed  proxy card may save the
Fund the  necessity and expense of further  solicitations  to ensure a quorum at
the Annual  Meeting.  If you can attend the meeting and wish to vote your shares
in    person    at    that    time,    you    will    be    able   to   do   so.
- --------------------------------------------------------------------------------









                                 PROXY STATEMENT

                                     GENERAL

     This Proxy  Statement is furnished in connection  with the  solicitation of
proxies by the Board of  Directors of Scudder New Asia Fund,  Inc.  (the "Fund")
for use at the Annual  Meeting  of  Stockholders,  to be held at the  offices of
Scudder Kemper Investments, Inc. ("Scudder Kemper" or the "Investment Manager"),
25th  Floor,  345 Park Avenue (at 51st  Street),  New York,  New York 10154,  on
Wednesday,  October 20, 1999 at 9:00 a.m., eastern time, and at any adjournments
or postponements thereof (collectively, the "Meeting").

     This Proxy  Statement,  the Notice of Annual Meeting and the proxy card are
first being mailed to  stockholders  on or about September 1, 1999 or as soon as
practicable  thereafter.  Any stockholder giving a proxy has the power to revoke
it by mail (addressed to the Secretary at the principal  executive office of the
Fund, 345 Park Avenue,  New York, New York 10154) or in person at the Meeting by
executing a  superseding  proxy or by  submitting a notice of  revocation to the
Fund.  All properly  executed  proxies  received in time for the Meeting will be
voted as  specified  in the  proxy  or, if no  specification  is made,  for each
proposal referred to in the Proxy Statement.

     The  presence  at any  stockholders'  meeting,  in person  or by proxy,  of
stockholders  entitled to cast a majority of the votes entitled to be cast shall
be  necessary  and  sufficient  to  constitute a quorum for the  transaction  of
business.  For purposes of determining  the presence of a quorum for transacting
business at the Meeting,  abstentions and broker  "non-votes" will be treated as
shares  that are present but which have not been  voted.  Broker  non-votes  are
proxies received by the Fund from brokers or nominees when the broker or nominee
has neither  received  instructions  from the beneficial  owner or other persons
entitled to vote nor has  discretionary  power to vote on a  particular  matter.
Accordingly,  stockholders  are  urged  to  forward  their  voting  instructions
promptly.

     Abstentions and broker  non-votes will not be counted in favor of, but will
have no other effect on, the vote for  proposals  (1) and (2) which  require the
approval of a majority of shares voting at the Meeting.

     Holders of record of the common  stock of the Fund at the close of business
on August 25, 1999 (the "Record Date") will be entitled to one vote per share on
all business of the Meeting and any adjournments. There were 8,804,755 shares of
common stock outstanding on the Record Date.

     The Fund provides  periodic  reports to all  stockholders  which  highlight
relevant  information,  including  investment  results and a review of portfolio
changes.  You may receive an additional copy of the annual report for the fiscal
year  ended  December  31,  1998  and a copy of the  semiannual  report  for the
six-month period ended June 30, 1999, without charge, by calling 800-349-4281 or
writing the Fund at 345 Park Avenue, New York, New York 10154.

                         (1) ELECTION OF DIRECTORS

     Persons  named on the  accompanying  proxy card  intend,  in the absence of
contrary instructions,  to vote all proxies in favor of the election of the four
nominees listed below as Directors of the Fund (Classes I and II) to serve for a
term of three  years (two years in the case of  Kenneth C.  Froewiss),  or until
their successors are duly elected and qualified.  All nominees have consented to
stand for election and to serve if elected. If any such nominee should be unable
to  serve,  an event not now  anticipated,  the  proxies  will be voted for such
person,  if any, as shall be designated by the Board of Directors to replace any
such nominee.

                                       1


Information Concerning Nominees

     The following table sets forth certain  information  concerning each of the
four nominees as a Director of the Fund. Each of the nominees,  except for Kesop
Yun and Kenneth C.  Froewiss,  is now a Director of the Fund.  Unless  otherwise
noted,  each of the nominees has engaged in the principal  occupation  listed in
the following  table for more than five years,  but not  necessarily in the same
capacity.  For election of Directors at the Meeting,  the Board of Directors has
approved the nomination of the individuals listed below.


Class II - Nominees to serve until 2002 Annual Meeting of Stockholders:




                                                                                     Shares
                          Present Office with the Fund, if                        Beneficially
                            any; Principal Occupation or            Year First       Owned         Percent
                          Employment and Directorships              Became a        June 30,          of
Name (Age)                 in Publicly Held Companies                Director       1999 (1)        Class
- ----------                 --------------------------                --------       --------        -----

                                                                                        
Hugh T. Patrick (69)      R.D.     Calkins      Professor     of       1993           1,669      Less than
                          International    Business,    Graduate                                 1/4 of 1%
                          School    of    Business,     Columbia
                          University;    Director,   Center   on
                          Japanese    Economy   and    Business,
                          Columbia   University;    Co-Director,
                          APEC    Study     Center,     Columbia
                          University;    and   Director,   Japan
                          Society.  Mr. Patrick currently serves
                          on the  board of one  additional  fund
                          managed by Scudder Kemper.

William H. Luers (70)     Chairman   and    President,    United       1998           500        Less than
                          Nations   Association  of  The  United                                 1/4 of 1%
                          States  of  America;   President,  The
                          Metropolitan  Museum of Art  (1996-99);
                          Director;   IDEX  Corporation   (liquid
                          handling    equipment    manufacturer);
                          Wickes   Lumber    Company    (building
                          materials);  StoryFirst Communications,
                          Inc.   (owns   television   and   radio
                          stations   in  Russia   and   Ukraine);
                          Transco  Energy  Company  (natural  gas
                          transmission  company,  until 1995) and
                          the  Discount  Corporation  of New York
                          (bond trading,  until 1993).  Mr. Luers
                          serves on the boards of  certain  other
                          funds managed by Scudder Kemper.



                                       2





                                                                                     Shares
                          Present Office with the Fund, if                        Beneficially
                            any; Principal Occupation or            Year First       Owned         Percent
                          Employment and Directorships              Became a        June 30,          of
Name (Age)                 in Publicly Held Companies                Director       1999 (1)        Class
- ----------                 --------------------------                --------       --------        -----

                                                                                        
Kesop Yun (54)            Dean,      College     of     Business       --             --            --
                          Administration,     Seoul     National
                          University,   Seoul,  Korea;  Visiting
                          Professor  of London  Business  School
                          (1997-98);       President,      Korea
                          Securities    &   Economy    Institute
                          (1994-95);    President,   Korea   Tax
                          Association (1994-95).


Class I - Nominee to serve until 2001 Annual Meeting of Stockholders:




                                                                                     Shares
                          Present Office with the Fund, if                        Beneficially
                            any; Principal Occupation or            Year First       Owned         Percent
                          Employment and Directorships              Became a        June 30,          of
Name (Age)                 in Publicly Held Companies                Director       1999 (1)        Class
- ----------                 --------------------------                --------       --------        -----

                                                                                         
Kenneth C. Froewiss (53)  Visiting  Professor of Finance,  Stern       --             --             --
                          School   of    Business,    New   York
                          University;  Managing  Director,  J.P.
                          Morgan   (investment   banking   firm)
                          (until 1996).  Mr.  Froewiss serves on
                          the  boards  of  certain  other  funds
                          managed by Scudder Kemper.



                                       3


Information Concerning Continuing Directors

     The Board of Directors is divided into three classes, each Director serving
for a term of three years.  The terms of Class I and III Directors do not expire
this year. Mr. Froewiss,  if elected,  will be designated as a Class I Director.
The following  table sets forth certain  information  regarding the Directors in
such classes. Unless otherwise noted, each Director has engaged in the principal
occupation  listed in the  following  table for more  than five  years,  but not
necessarily in the same capacity.

Class III - Directors serving until 2000 Annual Meeting of Stockholders:




                                                                                     Shares
                          Present Office with the Fund, if                        Beneficially
                            any; Principal Occupation or            Year First       Owned         Percent
                          Employment and Directorships              Became a        June 30,          of
Name (Age)                 in Publicly Held Companies                Director       1999 (1)        Class
- ----------                 --------------------------                --------       --------        -----

                                                                                       
Robert J. Callander (68)  Director,      ARAMARK     Corporation      1994            500          Less than
                          (diversified   service   corporation),                                   1/4 of 1%
                          Barnes  Group,   Inc.   (manufacturing
                          company)  and  Omnicom   Group,   Inc.
                          (advertising    and     communications
                          company);  Member,  Council on Foreign
                          Relations;      Managing     Director,
                          Metropolitan     Opera    Association;
                          Trustee,    Drew    University;    and
                          Visiting Professor/Executive-in-Residence,
                          Columbia  Business  School,   Columbia
                          University.  Mr.  Callander  serves on
                          the  boards  of  certain  other  funds
                          managed by Scudder Kemper.

Kathryn L. Quirk (46)*+   Managing  Director  of Scudder  Kemper       1996           413 (2)    Less than
                          Investments,  Inc. Ms. Quirk serves on                                 1/4 of 1%
                          the  boards  of  certain  other  funds
                          managed by Scudder Kemper.


                                       4


Class I - Directors serving until 2001 Annual Meeting of Stockholders:




                                                                                     Shares
                          Present Office with the Fund, if                        Beneficially
                            any; Principal Occupation or            Year First       Owned         Percent
                          Employment and Directorships              Became a        June 30,          of
Name (Age)                 in Publicly Held Companies                Director       1999 (1)        Class
- ----------                 --------------------------                --------       --------        -----

                                                                                         
Daniel Pierce (65)*+      Chairman   of  the   Board;   Advisory      1991         24,288 (3)       .27%
                          Managing  Director  of Scudder  Kemper
                          Investments,   Inc.;   and   Director,
                          Fiduciary   Trust  Company  (bank  and
                          trust  company) and Fiduciary  Company
                          Incorporated     (bank    and    trust
                          company).  Mr.  Pierce  serves  on the
                          boards of certain  other funds managed
                          by Scudder Kemper.

Sheryle J. Bolton (53)    Chief Executive  Officer and Director,       1998           --             --
                          Scientific Learning  Corporation;  and
                          President    and    Chief    Operating
                          Officer,   Physicians'   Online,  Inc.
                          (electronic  transmission  of clinical
                          information       for      physicians)
                          (1994-95).  Ms.  Bolton  serves on the
                          boards of certain  other funds managed
                          by Scudder Kemper.

All Directors and Officers as a group                                              46,413 (4)      .52%



- ---------------------------
 *  Persons  considered by the Fund and its counsel to be  "interested  persons"
    [which as used in this  proxy  statement  is as  defined  in the  Investment
    Company Act of 1940,  as  amended]  of the Fund or of the Fund's  investment
    manager,  Scudder  Kemper  Investments,  Inc.  Mr.  Pierce and Ms. Quirk are
    deemed to be interested persons because of their affiliation with the Fund's
    investment manager,  Scudder Kemper  Investments,  Inc., or because they are
    Officers of the Fund or both.
 +  Mr. Pierce and Ms. Quirk are members of the Executive  Committee of the
    Fund.
(1) The information as to beneficial  ownership is based on statements furnished
    to the Fund by the Directors.  Unless otherwise noted,  beneficial ownership
    is based on sole voting and investment power.
(2) Ms. Quirk's shares are owned by members of her family as to which she shares
    investment and voting power.
(3) Mr. Pierce's total includes 8,133 shares held in a fiduciary  capacity.
(4) The total for the group includes 27,467 shares held with sole investment and
    voting power and 18,946 shares held with shared investment and voting power.

                                       5


Section 16(a) Beneficial Ownership Reporting Compliance

     Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended,  and
Section  30(h) of the  Investment  Company  Act of 1940,  as amended  (the "1940
Act"),  as  applied  to a fund,  requires  the fund's  Officers  and  Directors,
Investment  Manager,  affiliates  of the  Investment  Manager,  and  persons who
beneficially  own more than ten  percent  of a  registered  class of the  fund's
outstanding securities  ("reporting  persons"),  to file reports of ownership of
the fund's  securities  and changes in such  ownership  with the  Securities and
Exchange  Commission (the "SEC") and The New York Stock  Exchange.  Such persons
are  required  by SEC  regulations  to furnish  the fund with copies of all such
filings.

     Based solely upon its review of the copies of such forms received by it and
written  representations from certain reporting persons that no year-end reports
were required for those  persons,  the Fund believes that during the fiscal year
ended  December 31, 1998,  its reporting  persons  complied with all  applicable
filing requirements except that Form 3 on behalf of William H. Luers and Sheryle
Bolton and Form 4 on behalf of Nicholas Bratt and Daniel Pierce were filed late.

     According to filings with the SEC on Schedule 13G made in March 1999, Lowe,
Brockenbrough  & Tattersall  Strategic  Advisors,  Inc., 6620 West Broad Street,
Suite 300,  Richmond,  Virginia  23230-1720  reported  beneficial  ownership  of
559,000 shares, or 6.4% of the Fund's outstanding shares.

     Except as noted above, to the best of the Fund's knowledge,  as of June 30,
1999 no person owned beneficially more than 5% of the Fund's outstanding stock.

Honorary Directors

     James W. Morley,  Robert G. Stone,  Jr. and William H.  Gleysteen  serve as
Honorary  Directors of the Fund.  Honorary  Directors  are invited to attend all
Board meetings and to participate  in Board  decisions,  but are not entitled to
vote on any matter presented to the Board.  Messrs.  Morley, Stone and Gleysteen
had  served as  Directors  of the Fund since  1986.  Messrs.  Morley,  Stone and
Gleysteen  retired  as  Directors  in 1993,  1994  and  1998,  respectively,  in
accordance with the Board of Directors' retirement policy.

Committees of the Board -- Board Meetings

     The Board of  Directors  of the Fund met four times  during the fiscal year
ended December 31, 1998.

     The Board of Directors, in addition to an Executive Committee, has an Audit
Committee, a Valuation Committee and a Committee on Independent  Directors.  The
Executive  and  Valuation  Committees  consist  of  regular  members,   allowing
alternates.

Audit Committee

     The Board has an Audit Committee  consisting of those Directors who are not
interested persons of the Fund or of Scudder Kemper ("Noninterested Directors"),
as  defined  in the 1940  Act,  which  last met on April  27,  1999.  The  Audit
Committee reviews with management and the independent  accountants for the Fund,
among other things,  the scope of the audit and the controls of the Fund and its
agents,  reviews and  approves in advance the type of services to be rendered by
independent accountants, recommends the selection of independent accountants for
the Fund to the Board and,  in  general,  considers  and reports to the Board on
matters regarding the Fund's accounting and bookkeeping practices.

                                       6


Committee on Independent Directors

     The  Board has a  Committee  on  Independent  Directors  consisting  of the
Noninterested  Directors.  The  Committee is charged with the duty of making all
nominations  for  Noninterested  Directors  and  consideration  of other related
matters. Stockholders' recommendations as to nominees received by management are
referred to the Committee for its consideration  and action.  The Committee last
met on July 20, 1999 to consider and to nominate the nominees set forth above.

Executive Officers

     In addition to Mr. Pierce and Ms. Quirk, Directors who are also Officers of
the Fund, the following persons are Executive Officers of the Fund:




                                                                                                Year First
                                           Present Office with the Fund;                       Became an
             Name (Age)                 Principal Occupation or Employment (1)                 Officer (2)
             ----------                 --------------------------------------                 -----------

                                                                                            
Elizabeth J. Allan (46)            Vice President; Senior Vice President of Scudder Kemper        1989
                                   Investments, Inc.

Nicholas Bratt (51)                President; Managing Director of Scudder Kemper                 1984
                                   Investments, Inc.

Bruce H. Goldfarb (34)             Vice President and Assistant Secretary; Senior Vice            1997
                                   President of Scudder Kemper Investments, Inc. since
                                   February 1997; previously practiced law with the law firm
                                   of Cravath, Swaine & Moore.

Theresa Gusman (39)                Vice President; Senior Vice President of Scudder Kemper        1996
                                   Investments, Inc. since 1995; previously a Vice
                                   President, Arnhold and S. Bleichroeder.

Judith A. Hannaway (46)            Vice President; Senior Vice President of Scudder Kemper        1997
                                   Investments, Inc. since February 1995; previously a
                                   Senior Vice President in the Investment Banking Group of
                                   Kidder Peabody & Company.

John R. Hebble (41)                Treasurer; Senior Vice President of Scudder Kemper             1998
                                   Investments, Inc.

Ann M. McCreary (42)               Vice President; Managing Director of Scudder Kemper            1998
                                   Investments, Inc.

John Millette (37)                 Vice President and Secretary; Assistant Vice President of      1999
                                   Scudder Kemper Investments, Inc.

Caroline Pearson (37)              Assistant Secretary; Senior Vice President of Scudder          1998
                                   Kemper Investments, Inc. since September 1997; previously
                                   practiced law with the law firm of Dechert Price & Rhoads.


(1) Unless otherwise  stated,  all Executive  Officers have been associated with
    Scudder  Kemper for more than five years,  although not  necessarily  in the
    same capacity.

(2) The President,  Treasurer and Secretary each hold office until his successor
    has been duly elected and  qualified,  and all other officers hold office in
    accordance with the By-Laws of the Fund.

                                       7


Transactions with and Remuneration of Directors and Officers

     The aggregate  direct  remuneration by the Fund of Directors not affiliated
with Scudder Kemper was $71,178,  including expenses,  for the fiscal year ended
December 31, 1998. Each such unaffiliated  Director currently receives fees paid
by the Fund of $750 per Directors' meeting attended and an annual Director's fee
of $6,000.  Each Director also  receives  $250 per  committee  meeting  attended
(other than Audit  Committee  meetings  and  meetings  held for the  purposes of
considering  arrangements  between  the Fund and the  Investment  Manager  or an
affiliate of the Investment  Manager,  for which such Director receives a fee of
$750).  Scudder Kemper supervises the Fund's investments,  pays the compensation
and certain expenses of its personnel who serve as Directors and Officers of the
Fund and  receives  a  management  fee for its  services.  Several of the Fund's
Officers and Directors are also officers,  directors,  employees or stockholders
of Scudder Kemper and participate in the fees paid to that firm (see "Investment
Manager," page 8), although the Fund makes no direct payments to them other than
for  reimbursement  of travel  expenses in  connection  with the  attendance  at
Directors' and committee meetings.

The following Compensation Table, provides in tabular form, the following data:

Column (1) All Directors who receive compensation from the Fund.

Column (2)  Aggregate  compensation  received  by a  Director  from the Fund and
Scudder Kemper.

Columns (3) and (4)  Pension or  retirement  benefits  accrued or proposed to be
paid by the Fund. The Fund does not pay its Directors such benefits.

Column (5) Total  compensation  received by a Director from the Fund and Scudder
Kemper, plus compensation  received from all funds managed by Scudder Kemper for
which a  Director  serves.  The total  number  of funds  from  which a  Director
receives such compensation is also provided in column (5).

                                       8





                                               Compensation Table
                                    for the year ended December 31, 1998
- -----------------------------------------------------------------------------------------------------------------
          (1)                       (2)                     (3)              (4)                 (5)
                                                                                    

                                                                                      Aggregate Compensation as
                                 Aggregate                                              a Director/Trustee of
                                Compensation                                              the Fund and Other
                         as a Director of the Fund                                       Scudder Kemper Funds

                                                                           Estimated
                                                         Pension or          Annual
                                         Paid by     Retirement Benefits    Benefits                 Paid by
   Name of Person,          Paid by     Scudder      Accrued As Part of        Upon      Paid by     Scudder
     Position               Fund        Kemper*        Fund Expenses       Retirement    Funds       Kemper*
- -----------------------------------------------------------------------------------------------------------------
Paul Bancroft III,        $12,250          $0               N/A              N/A       $174,200         $8,925
Director**                                                                             (23 funds)
- -----------------------------------------------------------------------------------------------------------------
Sheryle J. Bolton,        $0               $0               N/A              N/A       $149,050             $0
Director***                                                                            (21 funds)
- -----------------------------------------------------------------------------------------------------------------
Robert J. Callander,      $12,250          $0               N/A              N/A       $37,600              $0
Director                                                                               (3 funds)
- -----------------------------------------------------------------------------------------------------------------
Thomas J. Devine,         $11,500          $0               N/A              N/A       $162,450         $8,925
Director[                                                                              (22 funds)
- -----------------------------------------------------------------------------------------------------------------
William H. Gleysteen,     $12,250          $0             $6,208+          $6,000+     $123,200         $4,675
Jr., Director[                                                                         (16 funds)
- -----------------------------------------------------------------------------------------------------------------
William H. Luers,         $0               $0               N/A              N/A       $157,050         $8,925
Director***                                                                            (24 funds)
- -----------------------------------------------------------------------------------------------------------------
Wilson Nolen,             $12,250          $0               N/A              N/A       $189,075         $6,375
Director**                                                                             (24 funds)
- -----------------------------------------------------------------------------------------------------------------
Hugh T. Patrick,          $12,250          $0               N/A              N/A       $24,000              $0
Director                                                                               (2 funds)


* During 1998 Scudder Kemper  voluntarily agreed to pay the fees and expenses of
Directors  relating to special  meetings held for the purpose of considering the
proposed alliance between Zurich Insurance Company and B.A.T Industries  p.l.c.,
which was consummated on September 8, 1998.

** In accordance with the Board of Directors'  retirement  policy,  Mr. Nolen is
not standing for  reelection.  In addition,  Mr.  Bancroft has indicated that he
intends to resign from the Board as of October 20, 1999.

*** Ms. Bolton and Mr. Luers became members of the Board on October 28, 1998.

[ In accordance with the Board of Directors'  retirement policy,  Messrs. Devine
and Gleysteen retired from the Board on October 28, 1998.

+ Retirement benefits accrued and proposed to be paid as additional compensation
for serving on the Board of the Japan Fund, Inc.

Kenneth C. Froewiss,  a nominee for Director of the Fund,  received $12,250
during 1998 for  serving on the Board of one other fund  advised by Scudder
Kemper.

Required Vote

     Election  of  each  of  the  listed  nominees  for  Director  requires  the
affirmative  vote of a majority of the votes cast at the Meeting in person or by
proxy.  Your Fund's Directors  recommend that stockholders vote in favor of each
of the nominees.

                                       9


    (2) RATIFICATION OR REJECTION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS

     At a meeting  held on July 20,  1999,  the Board of  Directors of the Fund,
including a majority of the Noninterested Directors, recommended to stockholders
the selection of  PricewaterhouseCoopers  LLP to act as independent  accountants
for   the   Fund   for   the   fiscal   year   ending    December    31,   1999.
PricewaterhouseCoopers LLP are independent accountants and have advised the Fund
that they have no direct  financial  interest  or  material  indirect  financial
interest in the Fund. One or more representatives of PricewaterhouseCoopers  LLP
are expected to be present at the Meeting and will have an opportunity to make a
statement if they so desire.  Such  representatives are expected to be available
to respond to appropriate questions posed by stockholders or management.

     The Fund's financial statements for the fiscal year ended December 31, 1998
were audited by PricewaterhouseCoopers LLP.

Required Vote

     Ratification  of the  selection  of  independent  accountants  requires the
affirmative  vote of a majority of the votes cast at the Meeting in person or by
proxy. Your Fund's Directors recommend that stockholders ratify the selection of
PricewaterhouseCoopers LLP as independent accountants.

Investment Manager

    The  Investment  Manager  is a  Delaware  corporation.  Rolf  Huppi*  is the
Chairman of the Board and Director,  Edmond D. Villani# is the President,  Chief
Executive Officer and Director,  Stephen R. Beckwith# is the Treasurer and Chief
Financial  Officer,  Kathryn L. Quirk# is the General Counsel,  Chief Compliance
Officer and  Secretary,  Lynn S.  Birdsong# is a Corporate  Vice  President  and
Director,  Cornelia M. Small# is a Corporate Vice  President,  Chief  Investment
Officer and Director, Laurence Cheng* is a Director, Gunther Gose* is a Director
and William H. Bolinder[ is a Director of the Investment Manager.  The principal
occupation of each of Edmond D. Villani, Stephen R. Beckwith,  Kathryn L. Quirk,
Lynn S. Birdsong and Cornelia M. Small is serving as a Managing  Director of the
Investment  Manager;  the  principal  occupation of Rolf Huppi is serving as the
Chairman  and  Chief  Executive  Officer  of  Zurich  Financial  Services  Group
("Zurich");  the principal  occupation of Laurence  Cheng is serving as a senior
partner of Capital Z Partners,  an investment fund; the principal  occupation of
Gunther Gose is serving as the Chief Financial Officer of Zurich;  the principal
occupation of William H. Bolinder is serving as a member of the Group  Executive
Board of Zurich.

     On  September  7,  1998,  the  businesses  of the Zurich  Group  (including
Zurich's 70% interest in Scudder Kemper) and the financial  services  businesses
of  B.A.T  Industries  p.l.c.  ("B.A.T")  were  combined  to  form a new  global
insurance and financial  services  company  known as Zurich  Financial  Services
Group.  Zurich  Financial  Services  Group is 57% owned by Zurich  Allied  AG, a
listed Swiss holding  company,  and 43% owned by Allied Zurich p.l.c.,  a listed
U.K.  holding company.  The home offices of Zurich Financial  Services Group and
Zurich Allied AG are located at Mythenquai 2, 8002 Zurich, Switzerland,  and the
home office of Allied Zurich p.l.c. is located at 22 Arlington  Street,  London,
England SW1A 1RW, United Kingdom.

- ------------------------
*    Mythenquai 2, Zurich, Switzerland

#    345 Park Avenue, New York, New York

[   1400 American Lane, Schaumburg, Illinois

                                       10


     The  outstanding  voting  securities of the Investment  Manager are held of
record 36.63% by Zurich  Holding  Company of America  ("ZHCA"),  a subsidiary of
Zurich;  32.85% by ZKI Holding Corp. ("ZKIH") a subsidiary of Zurich;  20.86% by
Stephen R. Beckwith,  Lynn S. Birdsong,  Kathryn L. Quirk, Cornelia M. Small and
Edmond  D.  Villani  in  their  capacity  as  representatives  (the  "Management
Representatives")  of the Investment  Manager's  management  holders and retiree
holders  pursuant to a Second Amended and Restated  Security  Holders  Agreement
among   the   Investment   Manager,   Zurich,   ZHCA,   ZKIH,   the   Management
Representatives,  the  management  holders,  the  retiree  holders and Edmond D.
Villani,  as trustee of  Scudder  Kemper  Investments,  Inc.  Executive  Defined
Contribution  Plan Trust  (the  "Trust");  and 9.66% by the Trust.  There are no
outstanding   non-voting   securities  of  the  Investment  Manager.

Brokerage Commissions on Portfolio Transactions

     To the maximum extent feasible,  Scudder Kemper places orders for portfolio
transactions  through Scudder Investor Services,  Inc., Two International Place,
Boston,  Massachusetts 02110 (the "Distributor") (a corporation  registered as a
broker/dealer  and a subsidiary of Scudder Kemper),  which in turn places orders
on behalf of the Fund with issuers,  underwriters  or other brokers and dealers.
The Distributor  receives no commissions,  fees or other  remuneration  from the
Fund for this  service.  In  selecting  brokers and dealers  with which to place
portfolio  transactions for the Fund, Scudder Kemper may place such transactions
with brokers and dealers that sell shares of funds advised by Scudder Kemper. In
addition, when it can be done consistently with its policy of obtaining the most
favorable net results in placing Fund brokerage, Scudder Kemper is authorized to
place such brokerage with brokers and dealers who supply  brokerage and research
services to Scudder Kemper.  Allocation of portfolio  transactions is supervised
by Scudder Kemper.

Other Matters

     The Board of  Directors  does not know of any matters to be brought  before
the Meeting other than those  mentioned in this Proxy  Statement.  The appointed
proxies will vote on any other  business that properly  comes before the Meeting
or any adjournments thereof in accordance with their best judgment.

Miscellaneous

     Proxies  will be  solicited  by mail and may be  solicited  in person or by
telephone or  facsimile by Officers of the Fund or personnel of Scudder  Kemper.
The Fund has retained Shareholder Communications  Corporation,  17 State Street,
New York, New York 10004 to assist in the proxy solicitation.  The cost of their
services is estimated at $3,500 plus expenses.  The costs and expenses connected
with the  solicitation  of the proxies and with any further proxies which may be
solicited by the Fund's Officers or Shareholder Communications  Corporation,  in
person,  by telephone or by facsimile  will be borne by the Fund.  The Fund will
reimburse banks,  brokers and other persons holding the Fund's shares registered
in their names or in the names of their nominees for their expenses  incurred in
sending proxy material to and obtaining  proxies from the  beneficial  owners of
such  shares.

     In the event that  sufficient  votes in favor of any  proposal set forth in
the Notice of this  Meeting are not  received by October 20,  1999,  the persons
named as appointed  proxies on the  enclosed  proxy card may propose one or more
adjournments of the Meeting to permit further  solicitation of proxies. Any such
adjournment  will require the  affirmative  vote of the holders of a majority of
the  shares  present in person or by proxy at the  session of the  Meeting to be
adjourned.  The persons  named as appointed  proxies on the enclosed  proxy card
will vote in favor of such adjournment  those proxies which they are entitled

                                       11


to vote in favor of the proposal for which further solicitation of proxies is to
be made. They will vote against any such  adjournment  those proxies required to
be voted against such proposal.  The costs of any such  additional  solicitation
and of any adjourned  session will be borne by the Fund.

Stockholder  Proposals

     Stockholders wishing to submit proposals for inclusion in a proxy statement
for the 2000  meeting of  stockholders  of the Fund  should  send their  written
proposals  to  John  Millette,   Secretary  of  the  Fund,  c/o  Scudder  Kemper
Investments,  Inc. at 345 Park Avenue, New York, New York 10154, by May 3, 2000.
The timely  submission of a proposal does not guarantee its inclusion.

     The Fund may  exercise  discretionary  voting  authority  with  respect  to
stockholder  proposals  for the  2000  meeting  of  stockholders  which  are not
included in the proxy  statement and form of proxy,  if notice of such proposals
is not  received by the Fund at the above  address on or before  July 18,  2000.
Even if timely notice is received,  the Fund may exercise  discretionary  voting
authority in certain other circumstances.  Discretionary voting authority is the
ability to vote proxies that stockholders have executed and returned to the Fund
on matters not specifically reflected on the form of proxy.

By  order of the  Board of Directors,

John  Millette
Secretary

345 Park Avenue
New York,  New York 10154

September 1, 1999

                                       12


PROXY                      SCUDDER NEW ASIA FUND, INC.                     PROXY
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

               Annual Meeting of Stockholders -- October 20, 1999

   The undersigned  hereby  appoints Robert J. Callander,  Bruce H. Goldfarb and
Daniel Pierce and each of them, the proxies of the  undersigned,  with the power
of  substitution  to each of them,  to vote all shares of Scudder New Asia Fund,
Inc.  which  the  undersigned  is  entitled  to vote at the  Annual  Meeting  of
Stockholders of Scudder New Asia Fund, Inc. to be held at the offices of Scudder
Kemper  Investments,  Inc.,  25th Floor,  345 Park Avenue (at 51st Street),  New
York, New York 10154, on Wednesday, October 20, 1999 at 9:00 a.m., eastern time,
and at any adjournments or postponements thereof.

Unless otherwise specified in the squares provided,  the undersigned's vote will
be cast "FOR" each numbered item listed on the reverse side.

1. The election of Directors:

FOR all nominees listed below                      WITHHOLD AUTHORITY
(except as marked to the contrary below /    /     to vote for all nominees
                                                     listed below /    /

Nominees: Class II:  Hugh T. Patrick, William H. Luers and Kesop Yun.
   Class I:  Kenneth C. Froewiss.
(INSTRUCTION: To withhold authority to vote for any individual nominee,
   write that nominee's name on the space provided below.)


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

2. Ratification of the selection of PricewaterhouseCoopers LLP as independent
   accountants:                     FOR /    /   AGAINST /    /   ABSTAIN /    /



The Proxies are authorized to vote in their  discretion on any other business as
may properly come before the meeting and any adjournments thereof.


                            MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT /    /

                            PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE
                                            NO POSTAGE IS REQUIRED


Please sign exactly as      Signature:.................. Date:............, 1999
your name or names appear.
When signing as attorney,
executor, administrator,
trustee or guardian,
please give you full title
as such.
                            Signature:.................. Date:............, 1999