FIRST PRAIRIE EQUITY/INCOME FUND Three First National Plaza Chicago, Illinois 60670 October 26, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: First Prairie Equity/Income Fund Registration Statement on Form N-1A (Registration No. 33-46401) Gentlemen: Pursuant to Rule 477 of the General Rules and Regulations under the Securities Act of 1933, as amended, First Prairie Equity/Income Fund (the "Fund") desires to withdraw, and hereby requests that the Commission withdraw, the above-referenced Registration Statement. The Fund believes that such action would be consistent with the public interest and the protection of investors since the Fund has not made a public offering of its shares of beneficial interest and the above-referenced Registration Statement has not been declared effective by the Staff of the Commission. Very truly yours, FIRST PRAIRIE EQUITY/INCOME FUND By: /s/Bradford M. Markham Bradford M. Markham, Agent for Service of Process