OPPORTUNITY PARTNERS L.P.
60 Heritage Drive
Pleasantville, NY 10570
Phone: (914) 747 5262




February 13, 2001

Chief Counsel
Division of Investment Management
Securities and Exchange Commission
Mail Stop 5-6
450 Fifth Street, N.W.
Washington, D.C.  20549

The Swiss Helvetia Fund, Inc. (the "Fund") - Rule 14a-8 Proposal


Ladies and Gentlemen:

	We received a copy of a January 22, 2001 letter from William
G. Farrar of Sullivan & Cromwell, special counsel to the Fund and
counsel to the independent directors, to you seeking no action
assurance if the Fund excludes from its proxy materials our rule
14a-8 proposal recommending that the directors "try not to
violate their fiduciary duty to the stockholders."  We write in
opposition to Mr. Farrar's request.

	Because Mr. Farrar's letter reflects a lack of awareness of
Delaware's bedrock principles governing actions by a board that
are primarily designed to limit shareholder action, we
subsequently called him and referred him to Blasius Industries v.
Atlas Corp. 564 A.2d 651 (Del. Ch. 1988), the seminal Delaware
case in this area.  There, in a decision invalidating such an
action, Chancellor Allen ruled that (1) board action designed
exclusively or principally to interfere with the effectiveness of
a shareholder vote is not entitled to deference under the
business judgment rule, (2) absent a compelling justification,
any such "extreme" action is presumed to be a breach of the duty
of loyalty and (3) "even finding [such an] action was taken in
good faith, it [would constitute] an unintended violation of the
duty of loyalty that the board [owes] to the shareholders."  (We
are enclosing a copy of the decision for your convenience.)

Having read Blasius, Mr. Farrar inexplicably insists that
the Fund's board has not violated its fiduciary duty to the
shareholders.  That is certainly his right but since he
apparently did not properly advise them, one must question
whether it is ethical for Mr. Farrar to be presenting arguments
to the SEC with respect to this matter.   At best, his assurances
that "the Board has always been keenly aware of  [its fiduciary]
duty]" or that the bylaw amendments in question "were the subject
of careful deliberation by the Board" are incorrect.  At worst,
Mr. Farrar is so conflicted any assertion he makes that is not
supported by an independent legal opinion must be discounted.

Whether or not Mr. Farrar has finally properly advised the
directors as to their fiduciary duty, there is no reason for the
staff to deny shareholders an opportunity to vote on their
actions.  What we said in our November 17, 2000 letter to Mr.
Farrar still goes: "We think the board has violated its fiduciary
duty and you don't.  Let's let the shareholders decide."

Mr. Farrar offers four reasons for excluding our proposal
under rule 14a-8(i), i.e. (10), (3), (8), and (7).  The last two
can be disposed of quickly.  First, Mr. Farrar says that even
though neither our proposal or our supporting statement contains
any reference to an election they are really a call for opposing
the re-election of directors.  His theory should be filed with
those that insist that certain songs, when played backwards,
contain secret satanic messages.   Second, our proposal has
nothing to do with the Fund's ordinary business operations.  A
company's ordinary business does not include adopting offensive
bylaws or misreporting the results of a shareholder vote to
exaggerate shareholder support for management's position.

Mr. Farrar's assertion that our proposal has been
"substantially implemented" would be true only if the board did
not violate its fiduciary duty.  But, rather than provide any
evidence of that, he only begs the question.  As noted above, and
contrary to what Mr. Farrar says, the business judgment rule is
not applicable here.  He is correct in saying that our "assertion
that the Directors have violated their fiduciary does not make it
a fact."  By the same token, Mr. Farrar's assertion that "the
Directors have acted, and will continue to act, as fiduciaries"
does not make that a fact.  Our proposal is designed to allow
shareholders themselves to decide whether they consider the
actions the board has taken to be violations of the duty of
loyalty.

Also, inasmuch as the allegations we made in our supporting
statement are quite specific, it is disingenuous to declare that
our proposal has been "substantially implemented" while
simultaneously insisting that "because of the vagaries of the
Proposal, any actions that the Directors might take as a result
of the Proposal could well be in contravention of the intention
of stockholders who voted for the Proposal."  If our proposal is
really as vague as Mr. Farrar says it is, how does he know that
the board has "substantially implemented" it?  In short, his
allegation that our proposal is vague is groundless.  Our
supporting statement clearly spells it out: "We think that if a
lawsuit were brought to undo these inequitable bylaws, it would
be successful.  Rather than risk such a lawsuit, the board should
just scrap them."  Unless the board rescinds the anti-shareholder
bylaws, our proposal cannot have been implemented.

With no valid reason to exclude our proposal, Mr. Farrar
resorts to declaring that we have made statements or omissions
that are "false and misleading" and urges the staff to act as the
speech police.  Yet, his own misleading mischaracterization of a
blatant violation of rule 30d-1 as an "oversight," a "mistake, an
"error" and "incomplete reporting" demonstrates that he will say
anything to get the staff to issue a no action letter.   Although
it is unnecessary to do so, we will briefly refute his
allegations.

(a) As explained above, Blasius recognizes an "unintended"
violation of fiduciary duty. Therefore, Mr. Farrar is incorrect
when he says that our proposal is misleading simply because the
directors have a "mandatory" fiduciary duty to the stockholders
under Delaware law.  Moreover, the fact that the directors took
the actions they did, including their continuing efforts to
exclude our proposal from the Fund's proxy materials, justifies
questioning their integrity and character.  If the board doesn't
like the inference that some shareholders might draw from its
anti-shareholder actions, it can explain why it took those
actions in the Fund's proxy statement.  To date, neither the
board nor Mr. Farrar has done so.

(b) Because Delaware law recognizes an "unintended" violation
of fiduciary duty, our proposal and supporting statement should
not necessarily be construed as impugning the character of the
directors (despite that, as noted, there is factual foundation to
support such an inference, i.e., the actions that they took.)
If, on the other hand, the directors inadvertently violated their
fiduciary duty but now, presumably having been advised of them by
Mr. Farrar, refuse to take appropriate corrective action, that
would be evidence of an intentional violation.  In any event, our
proposal is primarily concerned with the actions of the
directors, not their motives (which neither Mr. Farrar nor they
have yet to explain).

(c) Our reference to the Shorewood bylaws, while brief, is
accurate.  We challenged Mr. Farrar to get any Delaware lawyer to
opine otherwise.  In fact, the actions taken by the Fund's
directors were more egregious than those taken by Shorewood's
directors whose judgment may have been impaired in seeking to
defeat a tender offer that they sincerely believed to be
inadequate.  The actions of the Fund's directors, on the other
hand, had no purpose other than to impede the shareholder
franchise and, thus, are not protected by the business judgment
rule.

Mr. Farrar's account of the misreporting of the shareholder
vote last year on an open-ending proposal is an unscrupulous
attempt to intentionally mislead the staff.  Here is what we know
about it.  During last year's annual meeting, our representative
asked the chair to provide the voting results.  Contrary to Mr.
Farrar's assertion that the results were "substantially reported
in open session," the chair flatly refused to provide the
numbers.  After the meeting, our representative again asked for
the voting results and again was refused.  Only after Steven West
of Sullivan & Cromwell intervened were the results provided to
our representative.  Months later, the Fund blatantly misreported
the results of the vote in its report to shareholders.  We
immediately contacted John Bostelman, Mr. Farrar's partner and
asked the Fund to make a correction.  Mr. Bostelman said he saw
no need to do anything.  We then submitted our original proposal
calling, in part, for the Fund to correct the misinformation
about the voting results.  Subsequently, Mr. Farrar wrote to tell
us that the Fund would report the correct results of the vote to
shareholders as required by rule 30d-1.  We then modified our
proposal and supporting statement to delete a request for
corrective action relating to the misreported results.
Nevertheless, the fact remains that a very reasonable inference
is that the original misreporting was no "oversight" as Mr.
Farrar maintains but a deliberate attempt to deceive shareholders
into believing that the open-ending proposal was overwhelmingly
defeated.  If the directors and Mr. Farrar really want
shareholders to get the full story behind what he euphemistically
says was "an error by officers of the Fund," and the board's
response after we asked that the violation be cured, he can
provide a detailed explanation in the Fund's proxy statement.

(d) Because we had to adhere to a 500-word limitation, we did
not go into a full analysis of Shorewood or Blasius.
Nevertheless, we are confident that our legal analysis is
accurate because of the strong similarity between the Fund's
bylaw amendments and Shorewood's.  To respond to Mr. Farrar's
other charges, the text of the bylaw amendments themselves
demonstrates that (i) their purpose is "to disenfranchise
shareholders," (ii) obtaining consents is now more "burdensome"
than it was previously and (iii) those shareholders who held
their shares in street name, i.e., the vast majority of
shareholders, were indeed stripped of their right to nominate
directors (which they enjoyed under the former bylaws).

Finally, there is no authority to support Mr. Farrar's
implication that only courts are competent to determine whether
or not directors have violated their fiduciary duty to
shareholders.  A vote by the principals (the shareholders) as to
whether their agents (the directors) have violated their
fiduciary duty seems infinitely superior to and far less costly
than litigation.  If the shareholders determine that the board's
actions are consistent with their fiduciary duty, that would
almost certainly end the matter.  Mr. Farrar's letter is long on
rhetoric and noticeably short on substance, i.e., he
conspicuously avoids addressing the purpose of the board's
actions.  The staff should therefore draw the reasonable
inference that he cannot make a convincing case that the board
has not violated its fiduciary duty.  All he says is that "the
board is and always has been keenly aware of [its fiduciary]
duty" and that the offensive by-law amendments "were the subject
of careful deliberation."  Without more, the Fund has failed to
meet its burden to "demonstrate that it is entitled to exclude
[our] proposal" as required by rule 14a-8(g)

							Very truly yours,


							Phillip Goldstein
							Portfolio Manager


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