FIRST PRAIRIE GROWTH EQUITY 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 Growth Equity Fund Registration Statement on Form N-1A (Registration No. 33-46406) Gentlemen: Pursuant to Rule 477 of the General Rules and Regulations under the Securities Act of 1933, as amended, First Prairie Growth Equity 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 GROWTH EQUITY FUND By: /s/Bradford M. Markham Bradford M. Markham, Agent for Service of Process