SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

The First Australia Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

The First Australia Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:

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/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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[LOGO]
One Seaport Plaza
New York, New York 10292
(212) 214-1665

January 18, 1996

Dear Shareholder:

The Annual Meeting of Shareholders is to be held at 2:00 p.m. on Thursday,
March 14, 1996, at the offices of Prudential Securities Incorporated, One
Seaport Plaza, New York, New York. A Proxy Statement regarding the meeting,
proxy card for your vote at the meeting and an envelope -- postage prepaid -- in
which to return your proxy are enclosed.

At the Annual Meeting, the shareholders will elect the Fund's Class II
Directors and will consider the ratification of the selection of Price
Waterhouse LLP as independent public accountants. In addition, the shareholders
present will hear a report on the Fund. There will be an opportunity to discuss
matters of interest to you as a shareholder.

Your Directors recommend that the shareholders vote in favor of each of the
foregoing matters.

SIR RODEN CUTLER BRIAN M. SHERMAN
CHAIRMAN PRESIDENT

SHAREHOLDERS ARE URGED TO SIGN AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE SO AS TO ASSURE A QUORUM AT THE MEETING. THIS IS IMPORTANT REGARDLESS
OF THE SIZE OF YOUR SHAREHOLDING.

(This page has been left blank intentionally.)

THE FIRST AUSTRALIA FUND, INC.
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MARCH 14, 1996

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of The First
Australia Fund, Inc. (the "Fund") will be held at the offices of Prudential
Securities Incorporated, One Seaport Plaza, New York, New York on March 14,
1996, at 2:00 p.m. for the following purposes:

(1) To elect five Directors to serve as Class II Directors for a
three-year term;

(2) To ratify the selection of Price Waterhouse LLP as independent public
accountants of the Fund for the fiscal year ending October 31, 1996;
and

(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on January 2, 1996 as
the record date for the determination of shareholders entitled to vote at the
meeting or any adjournment thereof.

By Order of the Board of Directors,
Roy M. Randall, SECRETARY

New York, New York
January 18, 1996

IMPORTANT: YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. SHAREHOLDERS WHO
DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO COMPLETE, DATE
AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE ADDRESSED
ENVELOPE WHICH REQUIRES NO POSTAGE AND IS INTENDED FOR YOUR CONVENIENCE. YOUR
PROMPT RETURN OF THE ENCLOSED PROXY MAY SAVE THE FUND THE NECESSITY AND EXPENSE
OF FURTHER SOLICITATIONS TO ASSURE A QUORUM AT THE MEETING. THE ENCLOSED PROXY
IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND.

(This page has been left blank intentionally.)

PROXY STATEMENT

THE FIRST AUSTRALIA FUND, INC.

ONE SEAPORT PLAZA

NEW YORK, NEW YORK 10292
---------------------

ANNUAL MEETING OF SHAREHOLDERS

MARCH 14, 1996

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

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of The First Australia Fund, Inc.
(the "Fund"), a Maryland corporation, to be voted at the Annual Meeting of
Shareholders of the Fund (the "Meeting") to be held at the offices of Prudential
Securities Incorporated, One Seaport Plaza, New York, New York, on March 14,
1996, at 2:00 p.m. The approximate mailing date for this Proxy Statement is
January 18, 1996.

All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon or otherwise as
provided therein. Unless instructions to the contrary are marked, proxies will
be voted in FAVOR of Proposals 1 and 2. Any proxy may be revoked at any time
prior to the exercise thereof by giving written notice to the Secretary of the
Fund (addressed to the Secretary at the principal executive office of the Fund,
One Seaport Plaza, New York, New York 10292).

The Board of Directors has fixed the close of business on January 2, 1996 as
the record date for the determination of shareholders entitled to notice of and
to vote at the Meeting and at any adjournment thereof. Shareholders on the
record date will be entitled to one vote for each share held. As of January 2,
1996, the Fund had 16,743,156 shares of common stock outstanding, par value $.01
per share. To the knowledge of management of the Fund, no persons or group
beneficially own more than five percent of the outstanding shares of common
stock of the Fund.

The Board of Directors of the Fund knows of no business other than that
mentioned in the Notice of the Meeting which will be presented for consideration
at the Meeting. If any other matter is properly presented, it is the intention
of the persons named in the enclosed proxy to vote in accordance with their best
judgment.

The Fund will furnish, without charge, a copy of the Fund's annual report
for its fiscal year ended October 31, 1995 to any Fund shareholder upon request.
To request a copy please call or write to the Fund's Administrator, Prudential
Mutual Fund Management, Inc., One Seaport Plaza, New York, New York 10292,
Telephone: 1-800-451-6788.

PROPOSAL 1: ELECTION OF CLASS II DIRECTORS

The Fund's By-laws provide that the Board of Directors will be divided into
three classes of Directors, as nearly equal in number as possible, each of
which, after a transition period, will serve for three years with one class
being elected each year. Each year the term of office of one class will expire.
Harry A. Jacobs, Jr., Rt. Hon. Malcolm Fraser, Howard A. Knight, Brian M.
Sherman and Richard H. McCoy, Directors who were elected to serve until the
Meeting, have been nominated for a three-year term to expire at the Annual
Meeting of Shareholders to be held in 1999 and until their successors are duly
elected and qualified. The nominees have indicated an intention to serve if
elected and have consented to be named in this Proxy Statement.

It is the intention of the persons named in the enclosed proxy to vote in
favor of the election of persons listed below under Class II. The Board of
Directors of the Fund knows of no reason why any of these nominees will be
unable to serve, but in the event of any such inability, the proxies will be
voted for such substituted nominees as the Board of Directors may recommend.

The following table sets forth certain information concerning each of the
nominees for election as a Director of the Fund and each Director of the Fund.
Each of the nominees is currently a Director of the Fund.

SHARES
BENEFICIALLY
OWNED AND %
PRESENT OFFICE WITH THE FUND, OF TOTAL
NAME AND ADDRESS PRINCIPAL OCCUPATION OR DIRECTOR OUTSTANDING
OF EACH DIRECTOR OR NOMINEE EMPLOYMENT AND DIRECTORSHIPS AGE SINCE ON 10/31/95 (1)
- ----------------------------------- ------------------------------------------------------------ --- -------- ---------------

CLASS I (TERM EXPIRING AT THE ANNUAL MEETING TO BE HELD IN 1998)
Anthony E. Aaronson (++) Director, The First Australia Prime Income Fund, Inc. (since 59 1985 --
116 South Anita Avenue 1986); Tony Aaronson (textile agency) (since 1993); Vice
Los Angeles, CA 90049 President, Fortune Fashions (1992-1993); President, Fashion
Fabric Division, Forrest Fabrics (textiles) (August
1991-1992); Director, PKE Incorporated (consulting company)
(1988-1990); Director, Textile Association of Los Angeles
(1990-1993); Director, O.T.C. Sales, Emday Fabrics Co.
(textiles) (1986-1991); Executive Vice-President and
Secretary-Treasurer, J&J Textiles Inc. (1982-1986).

Roger C. Maddock* Director, The First Australia Prime Income Fund, Inc. and 45 1992 --
Union House, Union Street The First Commonwealth Fund, Inc. (since 1992); Chairman and
St. Helier, Jersey Managing Director, EquitiLink International Management
Channel Islands Limited (since 1985); Partner, Jackson Fox, Chartered
United Kingdom Accountants (since 1981); Director, Worthy Trust Company
Limited (since 1981); Director, Professional Consultancy
Services Limited (since 1983); Director, Hollywell Spring
Limited (since 1987); Director, The EquitiLink Private Gold
Investment Fund Limited (since 1992); Director,
CentraLink-EquitiLink Investment Company Limited (since
1994).
John A. Calvert-Jones Director, The First Australia Prime Income Fund, Inc. (since 59 1985 --
Level 31 1986); Chairman of the Board (1984-1994) and Chief Executive
101 Collins Street Officer (1984-1991), Prudential Securities (Australia)
Melbourne, Victoria 3000 Limited; Partner, Cortis & Carr (stockbrokers) (1970-1984);
Australia Director, Slough Estates Australia Pty. Limited (property),
Sedgwick Pty. Limited (insurance) and Crown Limited.

John T. Sheehy (++) Director, The First Australia Prime Income Fund, Inc. (since 53 1985 --
6920 Koll Center Parkway 1986), First Australia Prime Income Investment Company
Suite 225 Limited (since 1986) and The First Commonwealth Fund, Inc.
Pleasanton, CA 94566 (since 1992); Director, Greater Pacific Food Holdings, Inc.
(food industry investment company) (since 1993); Partner,
Sphere Capital Partners (corporate consulting) (since 1987);
Director, Sphere Capital Advisors (investment adviser);
Director, Sandy Corporation (corporate consulting,
communication and training) (since 1986); Associate
Director, Bear, Stearns & Co. Inc. (1985-1987); previously,
Limited Partner, Bear, Stearns & Co. Inc.

CLASS II (CURRENT DIRECTORS AND NOMINEES FOR A TERM EXPIRING
AT THE ANNUAL MEETING TO BE HELD IN 1999)
Harry A. Jacobs, Jr.* Director, The First Australia Prime Income Fund, Inc. (since 74 1985 3,896
One New York Plaza 1986); Chairman and Chief Executive Officer, Prudential
New York, NY 10292 Mutual Fund Management, Inc. (June - September 1993); Senior
Director, Prudential Securities Incorporated (since 1986);
previously, Chairman of the Board, Prudential Securities
Incorporated (1982-1985); Chairman of the Board and Chief
Executive Officer, Bache Group, Inc. (1977-1982); Director,
Center for National Policy; Director of 26 investment
companies affiliated with Prudential Securities
Incorporated.

Rt. Hon. Malcolm Fraser, Director, The First Australia Prime Income Fund, Inc. (since 65 1985 --
A.C., C.H. (+) 1986), First Australia Prime Income Investment Company
55 Collins Street Limited (since 1986) and The First Commonwealth Fund, Inc.
Melbourne, Victoria 3000 (since 1992); Partner, Nareen Pastoral Company
Australia (agriculture); Fellow, Center for International Affairs,
Harvard University; International Council of Associates,
Claremont University; Chairman, CARE Australia (since 1987);
President, CARE International (1990-1995); Member, Byrnes
International Advisory Board, University of South Carolina
(1985-1990); ANZ International Board of Advice (1987-1993);
InterAction Council for Former Heads of Government; Co-
Chairman, Commonwealth Eminent Persons Group on Southern
Africa (1985-1986); Chairman, United Nations Committee on
African Commodity Problems (1989-1990); Consultant, The
Prudential Insurance Company of America; International
Consultant on Political, Economic and Strategic Affairs
(since March 1983); Parliamentarian-Prime Minister of
Australia (1975-1983).

Howard A. Knight Director, The First Australia Prime Income Fund, Inc.; 53 1993 --
300 Park Avenue Private Investor and Consultant; President of Investment
New York, NY 10022 Banking, Equity Transactions and Corporate Strategy,
Prudential Securities Incorporated (1991-June 1994);
formerly Chairman and Chief Executive Officer, Avalon
Corporation (1984-1990); Managing Director, President and
Chief Executive Officer, Weeks Petroleum Limited
(1982-1984); General Counsel, member of the Executive
Committee and Director, Farrell Lines Incorporated
(1976-1982); Partner, Cummings & Lockwood (1963-1976);
Director, Scandinavian Broadcasting System, S.A.

Brian M. Sherman* President of the Fund; President and Director, The First 52 1985 --
Level 3 Australia Prime Income Fund, Inc. (since 1986); Joint
190 George Street Managing Director (since 1986) and Chairman (since 1995),
Sydney, N.S.W. 2000 First Australia Prime Income Investment Company Limited;
Australia Director and Sole Vice President (since 1992) and Chairman
(since 1995), The First Commonwealth Fund, Inc.; Chairman
and Joint Managing Director, EquitiLink Limited (since
1986); Chairman and Joint Managing Director, EquitiLink
Australia Limited (since 1981); Director, EquitiLink
International Management Limited (since 1985); Joint
Managing Director, MaxiLink Limited (since 1987); Executive
Director, MaxiLink Securities Limited (since 1987);
Director, First Resources Development Fund Limited (since
1994); Director Ten Group Limited (since 1994); Director,
Telecasters North Queensland Limited (since 1993); Fund and
Portfolio Manager, Westpac Banking Corporation (1976-1981);
Manager -- Investments, Outwich Limited (an affiliate of
Baring Brothers & Co. Ltd) (merchant bank) (1972-1976);
Director, Scandinavian Broadcasting System, S.A.
Richard H. McCoy (++)(*) Deputy Chairman, CIBC Wood Gundy Securities Inc. (investment 53 1993 --
B.C.E. Place dealer).
P.O. Box 500
Toronto, Ontario M5J 2S8
Canada

CLASS III (TERM EXPIRING AT THE ANNUAL MEETING TO BE HELD IN 1997)
Sir Roden Cutler, V.C., Director, The First Australia Prime Income Fund, Inc. (since 79 1985 --
A.K., K.C.M.G., K.C.V.O., 1986), First Australia Prime Income Investment Company
C.B.E., K.St.J. (+) Limited (since 1986) and The First Commonwealth Fund, Inc.
22 Ginahgulla Road (since 1992); Australia Director, Rothmans Holding Ltd.
Bellevue Hill, N.S.W. 2023 (formerly Rothmans Pall Mall) (tobacco) (1981-1994);
Australia Chairman, State Bank of New South Wales (1981-1986);
Governor of New South Wales, Australia (1966-1981).
David Lindsay Elsum (+) Director, The First Australia Prime Income Fund, Inc. (since 58 1985 --
9 May Grove 1986), First Australia Prime Income Investment Company
South Yarra, Victoria 3141 Limited (since 1986) and The First Commonwealth Fund, Inc.
Australia (since 1992); Director, MaxiLink Ltd.; President, State
Superannuation Fund of Victoria (1986-1993); Managing
Director, The MLC Limited (insurance) (1984-1985); Managing
Director, Renison Goldfields Consolidated Limited (mining)
(1983-1984); Member, Administrative Appeals Tribunal;
Member, Corporations and Securities Panel of the Australian
Securities Commission of Australian States and Territories;
Chairman, Queen Victoria Market; Director, First Resources
Development Fund and Statewide Friendly Society.

Laurence S. Freedman* Sole Vice President (since 1985) and Chairman (since 1995) 52 1985 --
Level 3 of the Fund; Sole Vice President and Director (since 1986)
190 George Street and Chairman (since 1995), The First Australia Prime Income
Sydney, N.S.W. 2000 Fund, Inc.; Joint Managing Director, First Australia Prime
Australia Income Investment Company Limited (since 1986); President
and Director, The First Commonwealth Fund, Inc. (since
1992); Founder and Joint Managing Director, EquitiLink
Limited (since 1986); Joint Managing Director, EquitiLink
Australia Limited (since 1981); Director, EquitiLink
International Management Limited (since 1985); Chairman and
Joint Managing Director, MaxiLink Limited (since 1987);
Executive Director, MaxiLink Securities Limited (since
1987); Chairman and Director, First Resources Development
Fund Limited (since 1994); Director, Ten Group Limited
(since 1994); Director, Telecasters North Queensland Limited
(since 1993); Managing Director, Link Enterprises
(International) Pty. Limited (an investment management
company) (since 1980); Manager of Investments, Bankers Trust
Australia Limited (1978-1980); Investment Manager,
Consolidated Goldfields (Australia) Limited (natural
resources investments) (1975-1978).

Michael R. Horsburgh Director, The First Australia Prime Income Fund, Inc. (since 50 1985 --
675 Third Avenue 1986); Director, The First Commonwealth Fund, Inc.; Director
22nd Floor and Chief Executive Officer, Horsburgh Carlson Investment
New York, NY 10017 Management, Inc. (since 1991); Director, The First Hungary
Fund; Managing Director, Barclays de Zoete Wedd Investment
Management (U.S.A.) (1990-1991); Special Associate Director,
Bear, Stearns & Co. Inc., (1989-1990); Senior Managing
Director, Bear, Stearns & Co. Inc. (1985-1989); General
Partner, Bear, Stearns & Co. Inc. (1981-1985); previously,
Limited Partner, Bear, Stearns & Co. Inc.
William J. Potter+ Director, The First Australia Prime Income Fund, Inc. (since 47 1985 1,000
156 W. 56th Street 1986), First Australia Prime Income Investment Company
17th Floor Limited (since 1986) and The First Commonwealth Fund, Inc.
New York, NY 10019 (since 1992); Partner, Sphere Capital Partners (corporate
consulting) (since 1989); President, Ridgewood Partners,
Ltd. (investment banking) (since 1989); Managing Director,
Prudential-Bache Securities Inc. (1984-1989); Director,
National Foreign Trade Association; Director, Alexandria
Bancorp Limited; Director, Battery Technologies, Inc.;
Director, Compuflex Inc.; Director, Impulsora del Fondo
Mexico; Director, Canadian Health Foundation; First Vice
President, Barclays Bank, plc (1982-1984); previously,
various positions with Toronto Dominion Bank.

- ------------------------
* Directors considered by the Fund and its counsel to be persons who are
"interested persons" (which as used in this Proxy Statement is as defined in
the Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund
or of the Fund's investment manager or investment

adviser. Mr. Jacobs is deemed to be an interested person because of his
affiliation with Prudential Securities Incorporated, a broker-dealer
registered under the Securities Exchange Act of 1934. Messrs. Freedman,
Sherman and Maddock are deemed to be interested persons because of their
affiliation with the Fund's investment manager and investment adviser, or
because they are officers of the Fund or both. Mr. McCoy may be deemed to be
an interested person because of his affiliation with CIBC Wood Gundy
Securities Inc.

+ Messrs. Cutler, Elsum, Fraser and Potter are members of the Contract Review
Committee.

++ Messrs. Aaronson, McCoy and Sheehy are members of the Audit Committee.

(1) The information as to beneficial ownership is based on statements furnished
to the Fund by the Directors and nominees. All shares listed in this table
are owned with sole voting and investment power and in the aggregate
represent less than 1/4 of 1% of the total shares outstanding as of October
31, 1995.

COMMITTEES AND BOARD OF DIRECTOR MEETINGS. The Board of Directors has a
standing Audit Committee, which consists of certain Directors who are not
interested persons of the Fund as defined in the 1940 Act. The principal purpose
of the Audit Committee is to review the scope and results of the annual audit
conducted by the Fund's independent public accountants and the evaluation by
such accountants of the accounting procedures followed by the Fund. The Board of
Directors also has a standing Contract Review Committee that reviews and makes
recommendations to the Board with respect to entering into, renewal or amendment
of the Management Agreement, the Advisory Agreement, the Consultant Agreement
and the Administration Agreement. The Board of Directors does not have a
standing nominating committee.

During the Fund's fiscal year ended October 31, 1995, the Board of Directors
held four meetings, the Audit Committee held two meetings and the Contract
Review Committee held one meeting. Each of the Directors then in office attended
at least 75% of the total number of the meetings of the Board of Directors and
all meetings of the Committees of the Board on which he served.

OFFICERS OF THE FUND. The officers of the Fund, all of whom serve at the
pleasure of the Board of Directors, and, with the exception of Messrs. Manor,
Sechos, Stark and Kozlowski, and Mesdames Bancroft and Sananikome-Fletcher, all
of whom have served since the Fund was organized in 1985, are as follows: Brian
M. Sherman, President; Laurence S. Freedman, Vice President; David Manor (age
55), Treasurer; Ouma Sananikome-Fletcher (age 37), Assistant Vice
President-Chief Investment Officer; Barry G. Sechos (age 34), Assistant
Treasurer; Eugene S. Stark (age 38), Chief Financial Officer & Assistant
Treasurer; Kenneth T. Kozlowski (age 34), Assistant Treasurer; Roy M. Randall
(age 59), Secretary; Allan S. Mostoff (age 63), Assistant Secretary; and
Margaret A. Bancroft (age 57), Assistant Secretary.

The respective principal occupations during the past five years of the
Fund's officers are as follows: Messrs. Sherman and Freedman, shown above in the
table of nominees and Directors under "Proposal 1: Election of Class II
Directors"; David Manor, Executive Director, EquitiLink Limited, Executive
Director, EquitiLink Australia Limited, Director, EquitiLink International
Management Limited, Director, EquitiLink U.S.A., Inc. and Director, President
and Chairman of the Board of First Australia Mutual Funds, Inc. (1989-1991);
Ouma Sananikome-Fletcher, Investment Director, EquitiLink Australia Limited
(since 1994) and Executive Director, Banque Nationale de Paris (1986-1994);

Barry G. Sechos, General Counsel to the EquitiLink Group (since 1993), Director,
EquitiLink Australia Limited (since 1994) and Soliciter, Allen, Allen, & Hemsley
(1986-1993); Eugene S. Stark, First Vice President (since January 1990),
Prudential Mutual Fund Management, Inc.; Kenneth T. Kozlowski, Vice President,
Prudential Mutual Fund Management, Inc. (since 1992) and Fund Accounting
Manager, Pruco-Life Insurance Company (1990-1992); Roy M. Randall, Partner of
Freehill, Hollingdale & Page (Australian law firm); Allan S. Mostoff and
Margaret A. Bancroft, Partners of Dechert Price & Rhoads (U.S. law firm).

RELATIONSHIP OF DIRECTORS OR NOMINEES WITH THE INVESTMENT ADVISER AND THE
INVESTMENT MANAGER. EquitiLink International Management Limited (the "Investment
Manager") serves as investment manager to the Fund and EquitiLink Australia
Limited (the "Investment Adviser") serves as investment adviser to the Fund
pursuant to a management agreement dated February 1, 1990 and an advisory
agreement dated February 1, 1990.

The Investment Manager is a Jersey, Channel Islands corporation organized in
October 1985 with its registered office located at Union House, Union Street,
St. Helier, Jersey, Channel Islands. The Investment Adviser is a wholly owned
subsidiary of EquitiLink Limited, an Australian corporation. The registered
offices of both the Investment Adviser and EquitiLink Limited are located at
Level 3, 190 George Street, Sydney, N.S.W., Australia. EquitiLink Limited is a
public company whose ordinary shares are listed on the Australian Stock Exchange
Limited.

Messrs. Freedman and Sherman, both Directors of the Fund, serve as directors
of the Investment Manager. Mr. Maddock, a Director of the Fund, is also chairman
and managing director of the Investment Manager. In addition, Messrs. Freedman
and Sherman are the principal shareholders of the Investment Manager. Messrs.
Freedman and Sherman also serve as, respectively, joint managing director, and
joint managing director and chairman, of the Investment Adviser, and are the
principal shareholders of EquitiLink Limited. Mr. Maddock is also a shareholder
of EquitiLink Limited.

In a transaction effected on March 10, 1995, Transek Trust sold 13,689,944
shares of EquitiLink Limited to Transek Pty Limited, a wholly-owned subsidiary
of the Investment Manager, at a price of $0.69 per share, as determined by an
independent valuation, which price was paid in three installments. Messrs.
Freedman and Sherman are the principal beneficiaries of Transek Trust, and as
mentioned above, are also the principal shareholders of the Investment Manager,
the parent of Transek Pty Limited.

During the fiscal year ended October 31, 1995, Professional Consultancy
Services Limited, a limited company organized under the laws of Jersey, Channel
Islands, provided administrative services to the Investment Manager in
connection with its activities on behalf of the Fund and other U.S. and foreign
investment companies and entities in return for a fee in the amount of $930,000.
Mr. Maddock is a director and a principal shareholder of Professional
Consultancy Services Limited.

COMPENSATION OF DIRECTORS AND CERTAIN OFFICERS. The following table sets
forth information regarding compensation of Directors by the Fund and by the
fund complex of which the Fund is a part for the fiscal year ended October 31,
1995. Officers of the Fund and Directors who are interested persons of the Fund
do not receive any compensation from the Fund or any other fund in the fund
complex. In the column headed "Total Compensation From Registrant and Fund
Complex Paid to Directors," the number in parentheses indicates the total number
of boards of funds in the fund complex on which the Director serves.

COMPENSATION TABLE
FISCAL YEAR ENDED 10/31/95

TOTAL
PENSION OR COMPENSATION
AGGREGATE RETIREMENT ESTIMATED FROM REGISTRANT
COMPENSATION BENEFITS ACCRUED ANNUAL AND FUND
FROM AS PART OF BENEFITS UPON COMPLEX PAID
NAME OF PERSON, POSITION REGISTRANT FUND EXPENSES RETIREMENT TO DIRECTORS
- ----------------------------------------------- -------------- ------------------- --------------- ---------------

Anthony E. Aaronson............................ $ 7,500 N/A N/A $ 21,250(2)
John A. Calvert-Jones.......................... 7,500 N/A N/A 21,250(2)
Sir Roden Cutler............................... 7,500 N/A N/A 29,250(3)
David Lindsay Elsum............................ 7,500 N/A N/A 29,250(3)
Rt. Hon. Malcolm Fraser........................ 7,500 N/A N/A 29,250(3)
Laurence S. Freedman........................... 0 N/A N/A 0(3)
Michael R. Horsburgh........................... 7,500 N/A N/A 29,250(3)
Harry A. Jacobs, Jr............................ 0 N/A N/A 0(2)
Howard A. Knight............................... 7,500 N/A N/A 21,250(2)
Richard H. McCoy............................... 5,625 N/A N/A 5,625(1)
Roger C. Maddock............................... 0 N/A N/A 0(3)
William J. Potter.............................. 7,500 N/A N/A 29,250(3)
John T. Sheehy................................. 7,500 N/A N/A 29,250(3)
Brian M. Sherman............................... 0 N/A N/A 0(3)

The Board of Directors recommends that holders of Common Stock vote FOR the
election of the five nominees to the Fund's Board of Directors.

PROPOSAL 2: SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors of the Fund, including a majority of the Directors
who are not interested persons of the Fund, has selected the firm of Price
Waterhouse LLP, independent public accountants, to examine the financial
statements of the Fund for the fiscal year ending October 31, 1996. Such
appointment is now subject to ratification or rejection by the shareholders of
the Fund.

Audit services performed by Price Waterhouse LLP during the most recent
fiscal year included examination of the financial statements of the Fund,
services related to filings with the Securities and Exchange Commission and
consultation on matters performed by such firm related to the preparation and
filing of tax returns. The Fund knows of no direct or indirect financial
interest of such firm in the Fund.

Representatives of Price Waterhouse LLP are expected to be present at the
Meeting and will have the opportunity to respond to questions from shareholders
and to make a statement if they so desire.

The Board of Directors recommends that shareholders vote FOR ratification of
the selection of Price Waterhouse LLP as independent public accountants for the
fiscal year ending October 31, 1996.

OTHER MATTERS

The Board of Directors knows of no business to be brought before the Meeting
other than as set forth above. If, however, any other matters properly come
before the Meeting, it is the intention of the persons named in the enclosed
proxy form to vote such proxies on such matters in accordance with their best
judgment.

ADDITIONAL INFORMATION

EXPENSES. The expense of preparation, printing and mailing of the enclosed
form of proxy and accompanying Notice and Proxy Statement will be borne by the
Fund. The Fund will reimburse banks, brokers and others for their reasonable
expenses in forwarding proxy solicitation material to the beneficial owners of
the shares of the Fund. In order to obtain the necessary quorum at the Meeting,
supplementary solicitation may be made by mail, telephone, telegraph or personal
interview. Such solicitation may be conducted by, among others, officers and
employees of the Fund, the Investment Manager, the Investment Adviser or State
Street Bank and Trust Company, the Transfer Agent of the Fund. It is anticipated
that the cost of such supplementary solicitation, if any, will be nominal.
Shareholder Communications Corporation ("SCC") may be retained to assist in the
solicitation of proxies. If retained, SCC will be paid approximately $3,500 by
the Fund and the Fund will reimburse SCC for its related expenses.

VOTE REQUIRED. The presence in person or by the proxy of the holders of a
majority of the outstanding shares of the Fund is required to constitute a
quorum at the Meeting. Approval of the election of Class II of the Board of
Directors (Proposal 1) and ratification of the selection of the independent
public accountants (Proposal 2) will require the affirmative vote of the holders
of a majority of the outstanding shares present or represented by proxy at the
Meeting. For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" (that is, proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote shares
on a particular matter

with respect to which the brokers or nominees do not have discretionary power)
will be treated as shares that are present but which have not been voted. For
this reason, abstentions and broker non-votes will have the effect of a "no"
vote for purposes of obtaining the requisite approval of each proposal.

SHAREHOLDER PROPOSALS. If a shareholder intends to present a proposal at
the Annual Meeting of Shareholders of the Fund to be held in 1997 and desires to
have the proposal included in the Fund's proxy statement and form of proxy for
that meeting, the shareholder must deliver the proposal to the offices of the
Fund by September 20, 1996.

By Order of the Board of Directors,

Roy M. Randall, SECRETARY

One Seaport Plaza
New York, NY 10292
January 18, 1996

COMMON STOCK

PROXY THE FIRST COMMONWEALTH FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS -- MARCH 14, 1996

The undersigned hereby appoints Sir Roden Cutler, Brian M. Sherman and
Laurence S. Freedman, and each of them, the proxies of the undersigned, with
power of substitution to each of them, to vote all shares of the common stock of
The First Commonwealth Fund, Inc. which the undersigned is entitled to vote at
the Annual Meeting of Shareholders of The First Commonwealth Fund, Inc. to be
held at Prudential Securities Incorporated, One Seaport Plaza, New York, New
York, on March 14, 1996, at 1:00 p.m., New York City time, and any adjournment
thereof.

Unless otherwise specified in the squares provided, the undersigned's vote
will be cast FOR items (1), (3) and (4).

1. The election of five directors to serve as Class I Directors for a
three-year term:

FOR all nominees listed below WITHHOLD AUTHORITY
(EXCEPT AS MARKED TO THE CONTRARY TO VOTE FOR ALL NOMINEES LISTED
BELOW) / / BELOW / /

NOMINEES: David Lindsay Elsum, Laurence S. Freedman, Michael R.
Horsburgh, David Manor and E. Duff Scott.

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)

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

3. Ratification of the selection of Price Waterhouse LLP as independent
public accountants.

/ / FOR / / AGAINST / / ABSTAIN

4. Approval of the proposed amendment to the Fund's charter documents to
decrease the liquidation value of the Fund's shares of preferred stock,
Series W-7, in order to effect a stock split.

/ / FOR / / AGAINST / / ABSTAIN

5. In their discretion on any other business which may properly come before
the meeting or any adjournment thereof.

Please sign exactly as your name or
names appear hereon. When signing
as attorney, executor,
administrator, trustee or guardian,
please give your full title or
status.

-----------------------------------
(Signature of Shareholder)

-----------------------------------
(Signature of Joint Tenant, if any)
Date ________________________, 1996

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