SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of1934


     Filed by  Registrant  [ X ] Filed by a Party other than the  Registrant [ ]
Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for
Use of the  Commission  Only (as permitted by Rule  14a-6(e)(2))  [X] Definitive
Proxy  Statement [ ] Definitive  Additional  Materials [ ]  Soliciting  Material
Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12

     . .The Irish Investment Fund, Inc. . . . . . . . . . . . . . . .
                                                 . . . . . . . . .
                              (Name of Registrant as Specified In Its Charter)

                                            Brigid O. Bieber, Secretary
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]    No fee required
[   ]  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:

            . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
           . . . . . .

       2)  Aggregate number of securities to which transaction applies:

            . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
           . . . . . .

     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:

             . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 . . . . . . .



       5)  Total fee paid:

            . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . .
 . . . . . .

     [ ] Fee paid previously with  preliminary  materials.  [ ] 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:

            . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .
       2)  Form, Schedule or Registration Statement No.:

            . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
       3)  Filing Party:

            . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
       4)  Date Filed:

            . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


                                          THE IRISH INVESTMENT FUND, INC.
                                   c/o First Data Investor Services Group, Inc.
                                           One Exchange Place -- BOS 865
                                                  53 State Street
                                            Boston, Massachusetts 02109
                                            _________________________

                                     NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                                             _________________________

To our Stockholders:

     Notice is  hereby  given  that the  Annual  Meeting  of  Stockholders  (the
"Meeting") of The Irish Investment Fund, Inc. (the "Fund") will be held on March
10, 1998, at 9:30 a.m., at Salomon  Brothers Asset  Management  Inc, Seven World
Trade Center, New York, New York 10048, for the following purposes:

    1.   To elect two (2) Directors of the Fund (Proposal 1).

     2. To ratify the  selection by the Board of  Directors of Price  Waterhouse
LLP as  independent  accountants  for the year ending October 31, 1998 (Proposal
2).

     3. To approve a new U.S. Co-Advisory Agreement between the Fund and Salomon
Brothers Asset Management Inc ("SBAM") (Proposal 3).

     4. To consider and act upon any other  business as may properly come before
the Meeting or any adjournment thereof.

     These items are discussed in greater detail in the attached Proxy
     Statement.

     Only stockholders of record at the close of business on January 5, 1998 are
entitled to notice of, and to vote at, this Meeting or any adjournment thereof.


                                                     BRIGID O. BIEBER
                                                     Secretary


Dated:   January 26, 1998

     WHETHER OR NOT YOU EXPECT TO ATTEND THE  MEETING,  PLEASE SIGN AND PROMPTLY
RETURN THE ENCLOSED PROXY IN THE ENCLOSED  SELF-ADDRESSED  ENVELOPE. IN ORDER TO
AVOID THE ADDITIONAL  EXPENSE TO THE FUND OF FURTHER  SOLICITATION,  WE ASK YOUR
COOPERATION  IN  MAILING  IN YOUR PROXY  PROMPTLY.  INSTRUCTIONS  FOR THE PROPER
EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER.


- -


                                       INSTRUCTIONS FOR SIGNING PROXY CARDS

     The following general rules for signing proxy cards may be of assistance to
you and avoid the time and
     expense to the Fund  involved in  validating  your vote if you fail to sign
your proxy card properly.

     1.  Individual  Accounts:  Sign  your name  exactly  as it  appears  in the
registration on the proxy card.

     2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to the
name shown in the registration.

     3. All Other Accounts:  The capacity of the  individuals  signing the proxy
card should be indicated unless it is reflected in the form of registration. For
example:


                  Registration                       Valid Signature

         Corporate Accounts

         (1) ABC Corp. .................................... ABC Corp.
         (2) ABC Corp. .................................... John Doe, Treasurer
         (3) ABC Corp.
              c/o John Doe, Treasurer ......................John Doe
         (4) ABC Corp. Profit Sharing Plan .................John Doe, Trustee

         Trust Accounts

         (1) ABC Trust ....................................Jane B. Doe, Trustee
         (2) Jane B. Doe, Trustee .........................Jane B. Doe
              u/t/d 12/28/78

         Custodian or Estate Accounts

         (1) John B. Smith, Cust.
              f/b/o John B. Smith, Jr. UGMA ................John B. Smith
         (2) Estate of John B. Smith ..............John B. Smith, Jr., Executor







                                          THE IRISH INVESTMENT FUND, INC.
                                   c/o First Data Investor Services Group, Inc.
                                           One Exchange Place -- BOS 865
                                                  53 State Street
                                            Boston, Massachusetts 02109

                                        ___________________________________

                                                  PROXY STATEMENT
                                        ___________________________________

     This Proxy  Statement  is  furnished by the Board of Directors of The Irish
Investment  Fund,  Inc.  (the "Fund") in  connection  with its  solicitation  of
proxies for use at the Annual Meeting of Stockholders (the "Meeting") to be held
on March 10, 1998 at 9:30 a.m., at Salomon  Brothers Asset Management Inc, Seven
World Trade Center, New York, New York 10048. The purpose of the Meeting and the
matters  to be acted  upon are set  forth in the  accompanying  Notice of Annual
Meeting of Stockholders.

     If the accompanying form of proxy is executed properly and returned, shares
represented  by it  will  be  voted  at  the  Meeting  in  accordance  with  the
instructions on the proxy. If, however,  no instructions  are specified,  shares
will be voted for the election of Directors and for the other proposals. A proxy
may be revoked  at any time  prior to the time it is voted by written  notice to
the  Secretary  of the Fund or by  attendance  at the  Meeting.  The Fund's most
recent annual report is available upon request  without charge by writing to the
Fund at the address listed above or by calling 1-800-468-6475.

     In the event a quorum is not  present  at the  Meeting,  the  holders  of a
majority  of the stock  present  in  person  or by proxy  will have the power to
adjourn the Meeting,  without notice other than an  announcement at the Meeting,
until the requisite amount of stock entitled to vote at such Meeting is present.
In the event a quorum is present at the Meeting but sufficient  votes to approve
any of the proposed  items are not  received,  the persons  named as proxies may
propose one or more adjournments of such Meeting to permit further  solicitation
of proxies.  A shareholder  vote may be taken on one or more of the proposals in
this proxy  statement  prior to such  adjournment if sufficient  votes have been
received and it is otherwise appropriate.  Any such adjournment will require the
affirmative  vote of a majority of those shares present at the Meeting in person
or by proxy and the persons  named as proxies will vote those proxies which they
are  entitled  to vote FOR or AGAINST  any such  proposal  in their  discretion.
Absent the establishment of a subsequent record date and the giving of notice to
the holders of record  thereon,  the adjourned  Meeting will take place not more
than 120 days after the original  record date. At such  adjourned  Meeting,  any
business  may be  transacted  which might have been  transacted  at the original
Meeting.

     The close of  business on January 5, 1998 has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
Meeting. On that date, the Fund had 5,009,000 shares of common stock outstanding
and entitled to vote. Each share will be entitled to one vote at the Meeting. It
is expected  that the Notice of Annual  Meeting,  proxy  statement,  and form of
proxy will be mailed to stockholders on or about January 26, 1998.

     The expense of solicitation  will be borne by the Fund and Salomon Brothers
Asset  Management  Inc (referred to herein as "SBAM" and the "U.S.  Co-Advisor")
and will include  reimbursement  to  brokerage  firms and others for expenses in
forwarding proxy solicitation material to beneficial owners. The solicitation of
proxies  will be largely by mail,  but may  include,  without  cost to the Fund,
telephonic,  telegraphic, or oral communications by regular employees of Bank of
Ireland Asset Management  (U.S.) Limited  ("Principal  Investment  Adviser") and
SBAM. If necessary,  the solicitation of proxies may include  communications  by
employees of a proxy solicitation firm to be engaged by the Fund.

      The date of this Proxy Statement is January 26, 1998.



                                               ELECTION OF DIRECTORS
                                                 (Proposal No. 1)

     At the  Meeting,  two  Directors  will be  elected.  Pursuant to the Fund's
By-laws,  the terms of  office  of the  Directors  are  staggered.  The Board of
Directors  is divided  into three  classes,  designated:  Class I, Class II, and
Class III.  Class I consists of Peter J.  Hooper and William P. Clark,  Class II
consists of James M.  Walton and Denis P.  Kelleher,  and Class III  consists of
Gerald F. Colleary.  Messrs. Kelleher and Walton, the Directors in Class II, are
being considered for election at this Meeting. If elected,  Messrs. Kelleher and
Walton will each hold  office for a term of three years and until his  successor
is elected  and  qualified.  It is the  intention  of the  persons  named in the
accompanying  form of proxy to vote,  on  behalf  of the  stockholders,  for the
election of Denis P. Kelleher and James M. Walton.

     As nominees  for  election to the Board,  Messrs.  Kelleher and Walton have
consented  to be named in this  Proxy  Statement  and to serve as  Directors  if
elected.  The Board of Directors has no reason to believe that Messrs.  Kelleher
and Walton will become unavailable for election as Directors, but if that should
occur  before the Meeting,  proxies will be voted for such other  persons as the
Board of Directors may recommend.

     The  Directors  and Officers of the Fund are listed  below,  together  with
their respective positions, and a brief statement of their principal occupations
during the past five years and, in the case of Directors,  their  positions with
certain international organizations and publicly-held companies.


                                                                                                Common Stock of the
                                    First                                                        Fund Beneficially
                                  Became a                                                      Owned as of January 
Name, Age, Position with Fund,    Director/      Term       Principal Occupations and Other          5, 1998**
          and Address              Officer     Expiring               Affiliations                                     Percent
                                                                                                            

Peter J. Hooper, 57                 1990         2000     Consultant;  formerly  President and           0              ****
Chairman of the Board                                     General  Manager,  Bank of  Ireland,
Westchester Financial Center                              New York;  Director  of the  Ireland
Suite 1053                                                United  States  Council for Industry
50 Main Street                                             and Commerce
White Plains, NY  10606

William P. Clark, 66                1990         2000     Chief  Executive  Officer  of  Clark         1,000            ****
Director                                                  Company;  Sr.  Counsel  to  the  law
1031 Pine Street                                          firm Clark, Cali and Negranti;
Paso Robles, CA  93446                                    Director,    Lawter   International,
                                                          Inc.,  SBC   Communications,   Inc.;
                                                          formerly,     Secretary    of    the
                                                          Depart-ment    of   the    Interior,
                                                          Adviser   to   the   President   for
                                                          National  Security  Affairs,  Deputy
                                                          Secretary  of  the   Department   of
                                                          State,    and    Justice    of   the
                                                          California Supreme Court

*Gerald F. Colleary, 48             1990         1999     Director and Senior Vice                        0             ****
Director                                                  President,  Bank  of  Ireland  Asset
20 Horseneck Lane                                         Management (U.S.) Limited
Greenwich, CT  06830

*James M. Walton, 67                1990         1998     Formerly,    Director    and    Vice         1,000            ****
Director                                                  Chairman,     MMC    Group,     Inc.
525 William Penn Place                                    (management company)
Room 3902
Pittsburgh, PA  15219





                                                                                                Common Stock of the
                                    First                                                        Fund Beneficially
                                  Became a                                                      Owned as of January 
Name, Age, Position with Fund,    Director/      Term       Principal Occupations and Other          5, 1998**
          and Address              Officer     Expiring               Affiliations                                     Percent
                                                                                                            

Denis P. Kelleher, 58 Director      1991         1998     Chief   Executive   Officer,    Wall         15,000           ****
17 Battery Place                                          Street  Access;   Director,   Staten
New York, NY  10004                                       Island Savings Bank

Richard H. Rose, 42                 1995         ***      Vice President, First Data                       0            ****
President and Treasurer                                   Investor   Services   Group,   Inc.;
One Exchange Place                                        previously,  Senior  Vice  President
53 State Street                                           of The Boston Company Advisors, Inc.
Boston, MA  02109

William A. Harkins, 30              1997         ***      Assistant   Treasurer,   First  Data             0            ****
Assistant Treasurer                                       Investor   Services   Group,   Inc.;
One Exchange Place                                        previously,      Client     Treasury
53 State Street                                           Manager,    First   Data    Investor
Boston, MA  02109                                         Services  Group,  Inc. and Assistant
                                                          Manager   of  Fund   Compliance   at
                                                          Scudder, Stevens and Clark, Inc.

Brigid O. Bieber, 37                1994         ***      Counsel, First Data Investor                     0            ****
Secretary                                                 Services  Group,  Inc.;  previously,
One Exchange Place                                        Vice    President    and   Associate
53 State Street                                           General Counsel,  The Boston Company
Boston, MA  02109                                         Advisors, Inc.

Elizabeth A. Russell, 35            1997         ***      Counsel,    First   Data    Investor             0            ****
Assistant Secretary                                       Services  Group,  Inc.;  previously,
One Exchange Place                                        Assistant    Vice    President   and
53 State Street                                           Counsel,    The    Boston    Company
Boston, MA  02109                                         Advisors, Inc.
                                                                                                                           
                  All Directors and Officers as a group.................................              17,000            ****


_________

     * "Interested" Director within the meaning of the Investment Company Act of
1940,  as amended (the "1940 Act").  Mr.  Colleary is an  "interested"  Director
because of his affiliation with Bank of Ireland Asset Management (U.S.) Limited,
which  acts  as the  Fund's  principal  investment  adviser.  Mr.  Walton  is an
"interested"  Director within the meaning of the 1940 Act because he directly or
indirectly  owns,  shares of Travelers Group Inc., the parent company of Salomon
Smith Barney Holdings Inc.

    **   This information has been furnished by each Director and Officer.

     *** Each  Officer of the Fund will hold such office  until a successor  has
been elected by the Board of Directors.

****  Less than 1%.

     There were four regular  meetings of the Board of Directors held during the
fiscal year ended October  31,1997.  Each Director  attended at least 75% of the
aggregate number of meetings of the Board and of meetings of Board Committees on
which that  Director  served.  Aggregate  fees and expenses paid to the Board of
Directors for the fiscal year ended October 31, 1997 were $57,288.



     The Board of Directors has an Audit  Committee.  The Audit  Committee makes
recommendations to the full Board of Directors with respect to the engagement of
independent  accountants and reviews with the  independent  accountants the plan
and results of the audit  engagement and matters having a material effect on the
Fund's  financial  operations.  The members of the Audit  Committee  are Messrs.
Clark, Hooper,  Kelleher,  and Walton.  Messrs.  Clark, Hooper, and Kelleher are
"non-interested"  Directors. The Audit Committee met once during the fiscal year
ended  October 31, 1997.  At the present  time,  the Board of  Directors  has no
compensation or nominating  committees,  or other committees  performing similar
functions.

     The  following   table  sets  forth  certain   information   regarding  the
compensation of the Fund's Directors and Officers.  The Fund currently pays each
of its Directors  who is not a managing  director,  officer,  or employee of the
Fund's Principal  Investment Adviser or U.S. Co-Adviser or any affiliate thereof
an annual fee of $7,000 plus $700 for each  meeting of the Board of Directors or
a committee of the Board attended in person or via telephone and any stockholder
meeting  attended  in person not held on the same day as a meeting of the Board.
The Fund pays the Chairman of the Board of  Directors of the Fund an  additional
$3,500   annually.   Each  Director  is   reimbursed   for  travel  and  certain
out-of-pocket  expenses.  Officers  of the Fund who are  employed  by First Data
Investor  Services  Group,  Inc.   ("Investor   Services  Group"),   the  Fund's
administrator,  receive no compensation or expense  reimbursement from the Fund.
No Officer  received  compensation  from the Fund in excess of  $60,000  for the
fiscal year ended October 31, 1997.



                                                COMPENSATION TABLE
                                                      for the
                                        Fiscal Year Ended October 31, 1997


                                                        Pension or
                                                        Retirement        Estimated
                                                     Benefits Accrued      Annual       Total Compensation
                                    Aggregate         as Part of Fund     Benefits     From the Fund Paid 
 Name of Person and Position    Compensation From        Expenses           upon           to Directors
                                     the Fund                            Retirement
                                                                                    

Peter J.                             $14,000                 0               N/A             $14,000
Hooper..................
    Chairman of the Board

William P.                           $10,500                 0               N/A             $10,500
Clark...............
    Director

Gerald F.                              $ 0                   0               N/A               $ 0
Colleary.............
    Director

James M.                             $10,500                 0               N/A             $10,500
Walton...............
    Director

Denis P.                             $10,500                 0               N/A             $10,500
Kelleher...............
    Director


Required Vote

     In the election of the Directors of the Fund, each candidate in order to be
elected  requires  the  affirmative  vote of a majority of the votes cast by the
holders  of  shares  of the Fund  represented  at the  Meeting,  if a quorum  is
present.


THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO.1.




                                       SELECTION OF INDEPENDENT ACCOUNTANTS
                                                 (Proposal No. 2)

     A majority of the Directors who are not "interested"  Directors of the Fund
(as defined in the Investment  Company Act of 1940, as amended (the "1940 Act"))
has recommended  that  shareholders  approve Price Waterhouse LLP as independent
accountants  for the Fund for the year ending  October 31, 1998. The approval of
the independent  accountants is to be voted on at the Meeting and it is intended
that the persons named in the  accompanying  Proxy Statement will vote for Price
Waterhouse  LLP. It is expected that a  representative  of Price  Waterhouse LLP
will not be present at the Meeting, but will be available by telephone to answer
any questions that may arise.

     The Board's policy regarding engaging independent  accountants' services is
that  management  may engage the Fund's  principal  independent  accountants  to
provide any services normally provided by independent accounting firms, provided
that such  services  meet any and all of the  independence  requirements  of the
American  Institute of  Certified  Public  Accountants  and the  Securities  and
Exchange  Commission  (the "SEC").  In  accordance  with this policy,  the Audit
Committee  reviews  and  approves  all  services  provided  by  the  independent
accountants prior to their being rendered.  The Board of Directors also receives
a report from its Audit Committee  relating to all services after they have been
performed by the Fund's independent accountants.

Required Vote

     Ratification  of the  selection  of  Price  Waterhouse  LLP as  independent
     accountants  requires the affirmative  vote of a majority of the votes cast
by holders of shares of the Fund represented at the Meeting, if a quorum is
present.

       THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS OF THE 
FUND, RECOMMEND THAT YOU VOTE "FOR"
                                                  PROPOSAL NO. 2.


       APPROVAL OF A NEW U.S. CO-ADVISORY AGREEMENT BETWEEN SBAM AND THE FUND
                                                 (Proposal No. 3)

Background

     On September 24, 1997,  Travelers Group Inc.  ("Travelers") and Salomon Inc
("Salomon")  entered into a Merger  Agreement  pursuant to which a  wholly-owned
subsidiary of Travelers agreed to merge into Salomon, with Salomon continuing as
the surviving entity and changing its name to Salomon Smith Barney Holdings Inc.
("Salomon Smith Barney").  Thereafter,  under the Merger  Agreement Smith Barney
Holdings  Inc., a subsidiary  of  Travelers,  merged with and into Salomon Smith
Barney,  with  Salomon  Smith  Barney as the  surviving  entity (the two mergers
collectively, the "Transaction").  The Transaction was completed on November 28,
1997.

     As a result of the Transaction, Salomon, the ultimate parent corporation of
SBAM,  has  been  reconstituted  as  Salomon  Smith  Barney  and  has  become  a
wholly-owned  subsidiary of Travelers.  SBAM  currently,  and at the time of the
Transaction, serves as the U.S. Co-Advisor to the Fund. The Transaction could be
deemed to have resulted in an  "assignment,"  as defined by the 1940 Act, of the
U.S.  Co-Advisory  agreement  between  the Fund and SBAM in effect  prior to the
closing of the Transaction (the "Former U.S. Co-Advisory Agreement").

     As required by the 1940 Act, the Former U.S. Co-Advisory Agreement provided
for an automatic termination in the event of its "assignment," as defined by the
Act. The 1940 Act defines  assignment to include any direct or indirect transfer
or hypothecation of a contract.  Therefore,  the Transaction  could be deemed to
have  given  rise to an  assignment  within  the  meaning  of the 1940 Act,  and
resulted in the automatic termination of the Former U.S. Co-Advisory Agreement.

     On November 19 and November 21, 1997, the Directors of the Fund,  including
the  Directors who are not parties to the Former U.S.  Co-Advisory  Agreement or
"interested  persons"  (as  defined  by the  1940  Act) of any such  party  (the
"Independent Directors"), approved, subject to the required shareholder approval
described  herein, a new U.S.  Co-Advisory  Agreement  between the Fund and SBAM
(the "New U.S.  Co-Advisory  Agreement")  to take effect upon the closing of the
Transaction and recommended  approval of the New U.S.  Co-Advisory  Agreement by
the stockholders of the Fund.

Information Concerning SBAM and Travelers

     SBAM is a corporation  organized under the laws of Delaware on December 24,
1987 and is  registered  as an  investment  adviser  pursuant to the  Investment
Advisers Act of 1940, as amended (the  "Advisers  Act").  SBAM has served as the
U.S. Co-Adviser pursuant to the Fund's Former U.S. Co-Advisory  Agreements since
the Fund's commencement of operations. The principal business address of SBAM is
7 World Trade Center, New York, New York 10048.

     The names,  titles and principal  occupations of the current  directors and
executive officers of SBAM are set forth in the following table.


                                                      Title and
Name                                        Principal Occupation
                                             

Thomas W. Brock..........................   Chairman, Chief Executive Officer and Managing Director
                                            of SBAM and Managing Director and Member of
                                            the Management Board of Salomon Brothers Inc 

Michael S. Hyland...........................President, Managing Director and Member of the
                                            Board of SBAM and Managing Director of Salomon
                                            Brothers Inc

Rodney B. Berens..........................  Managing Director and Member of the Board of
                                            SBAM and Managing Director and Member of the
                                            Management Board of Salomon Brothers Inc

Vilas V. Gadkari............................Managing Director and Member of the Board of
                                            SBAM and Managing Director of Salomon Brothers Inc

Zachary Snow............................... Secretary of  SBAM and Managing Director and
                                            Counsel of  Salomon Brothers Inc


     The business  address of each person listed above,  other than Mr. Gadarki,
     is 7 World Trade Center,  New York, New York 10048 and the business address
of Mr.Gadarki is Victoria Plaza, 111 Buckingham Palace Road,
London, England SW1W OSB.

     Travelers is a publicly  traded  financial  services  holding company whose
principal  business address is 388 Greenwich  Street,  New York, New York 10013.
Travelers is a diversified,  integrated  financial  services  company engaged in
investment and asset management  services,  consumer finance services,  and life
and property-casualty insurance services. Travelers' investment services include
investment  banking,  asset  management,  retail  brokerage and other  financial
services provided through its subsidiaries.


Description of the Former U.S. Co-Advisory Agreement and the New U.S. 
Co-Advisory Agreement

     The  Former  U.S.  Co-Advisory  Agreement  between  the  Fund  and SBAM was
executed on March 30, 1990 and was last approved by the  Directors,  including a
majority of the Independent Directors, at a meeting of the Board of Directors on
March 20,  1997.  The Former U.S.  Co-Advisory  Agreement  was last  approved by
stockholders on June 27, 1991. If the New U.S. Co-Advisory Agreement is approved
by the  stockholders  of the Fund,  as described  herein,  SBAM will continue to
serve as the U.S.  Co-Adviser  to the Fund and will provide the same services to
the Fund as provided to the Fund under the Former  U.S.  Co-Advisory  Agreement.
Except  for  the  investment  advisory  fee,  duration,  and the  effective  and
termination dates (as discussed herein),  the terms of the New U.S.  Co-Advisory
Agreement are identical in all material respects to the terms of the Former U.S.
Co-Advisory  Agreement. A form of the New U.S. Co-Advisory Agreement is attached
to this  Proxy  Statement  as  Exhibit  A, and the  description  of the New U.S.
Co-Advisory  Agreement  set forth in this Proxy  Statement  is  qualified in its
entirety by reference to Exhibit A.

         Services Provided

     The New U.S.  Co-Advisory  Agreement,  just as the Former U.S.  Co-Advisory
Agreement,  contains the following provisions. The U.S. Co-Adviser shall provide
the Fund's  Principal  Investment  Adviser and the Fund such investment  advice,
research and assistance as BIAM and the Fund shall from time-to-time  reasonably
request;  furnish to BIAM and the Fund  international  economic  information and
analysis  with   particular   emphasis  on   macroeconomic   issues  within  the
international   economic   community  and  in  particular  within  the  European
Community;  consult with BIAM and the Fund with  respect to emerging  trends and
developments in the European Community with particular emphasis on opportunities
for Irish entities both domestically and internationally;  monitor the shares of
the Fund with the shares of other closed-end  investment  companies selected for
such comparison jointly by the Fund, the U.S.  Co-Adviser and BIAM, with respect
to market price,  net asset value,  distributions  and other market  indices and
performance  indicators  selected  jointly by the Fund, the U.S.  Co-Adviser and
BIAM and  monitor  the  effect  of issuer  tender  offers  and share  repurchase
programs;  evaluate  the trading  pattern in the Fund's  shares,  the  potential
causes of any  discount  from,  or premium  over,  net asset value per share and
actions which might be taken with respect to any such  variations from net asset
value;   furnish   investment  advice  regarding  global  and  U.S.   (including
governmental and private issuers) debt securities,  particularly with respect to
the period of initial  investment of the Fund's assets in Irish securities,  the
investment of the Fund's assets during  defensive  periods and the investment of
the Fund's  assets held  pending  distributions  to the Fund's  shareholders  or
payment of the Fund's  expenses or pending  reinvestment of the Fund's assets in
securities; provide investors with information with respect to the Irish economy
and securities  market,  the asset value of the Fund's portfolio and the general
composition of such portfolio and other asset  management  issues,  including by
making available to investors,  at the U.S.  Co-Adviser's  expense,  a toll free
telephone  number which may be used to access such  information;  supervise  and
coordinate  the work of the Fund's  Administrator  with  respect  to  regulatory
filings  and  the  overall  administration  of the  Fund in the  United  States;
furnish,  without undue expense to the U.S. Co-Adviser,  for the use of the Fund
such office  space and  facilities  as the Fund may  require for its  reasonable
needs  in New York  and to  furnish,  at the  expense  of the  U.S.  Co-Adviser,
clerical  services in New York related to research,  statistical  and investment
work for the benefit of the Fund; and to pay the salaries,  fees and expenses of
such  of  the  Fund's  officers,   directors  or  employees  (including,   where
applicable,  the Fund's share of payroll  taxes) as are  directors,  officers or
employees of the U.S.  Co-Adviser or any of its affiliates;  provided,  however,
that the Fund,  and not the U.S.  Co-Adviser,  shall pay travel  expenses  or an
appropriate  fraction  thereof of  directors  and  officers  of the Fund who are
directors, officers or employees of the U.S. Co-Adviser or any of its affiliates
to the extent that such expenses  relate to attendance at meetings of the Fund's
Board of Directors or any committee thereof.

     The U.S. Co-Adviser also agrees to maintain a staff within its organization
to furnish the above services to the Fund and to BIAM. The U.S.Co-Adviser shall
bear all expenses arising out of its duties hereunder.

         Investment Advisory Fee

          As compensation to the U.S.  Co-Adviser the Fund will pay, pursuant to
     the New U.S.  Co-Advisory  Agreement,  a monthly  fee at the annual rate of
     0.20% of the Fund's average  weekly net assets.  The advisory fee under the
     Former U.S.  Co-Advisory  Agreement was 0.25%. During the fiscal year ended
     October 31, 1997, the Fund's investment advisory fees paid to SBAM amounted
     to  $225,282.  Neither  SBAM  nor any  affiliated  person  of SBAM  nor any
     affiliated  person of such person received any other fees from the Fund for
     services  provided to the Fund or any other material payments from the Fund
     during the Fiscal year ended October 31, 1997.

         Duration and Termination of the New U.S. Co-Advisory Agreement

          The Fund's New U.S. Co-Advisory Agreement will have an initial term of
     one (1) year and thereafter  will continue in effect for successive one (1)
     year periods,  provided such continuance is specifically  approved at least
     annually  by: (i) a majority of the Board of  Directors of the Fund who are
     not  parties  to the  New  U.S.  Co-Advisory  Agreement,  and  who  are not
     "interested  persons"  (as defined by the 1940 Act) of any such party;  and
     (ii) a majority of the Board of  Directors  of the Fund or the holders of a
     "majority of the  outstanding  voting  securities"  (as defined by the 1940
     Act) of the Fund.  The New U.S.  Co-Advisory  Agreement may be  terminated,
     without penalty,  on 60 days' written notice,  by the Board of Directors of
     the Fund, by a vote of the holders of a "majority of the outstanding voting
     securities"  (as defined by the 1940 Act) of the Fund,  except that the New
     U.S. Co-Advisory Agreement will terminate automatically in the event of its
     "assignment" (as defined in the 1940 Act).

     Key Considerations Concerning the New U.S. Co-Advisory Agreement

          At meetings  held on November 19 and November  21, 1997,  the Board of
     Directors considered whether the New U.S.  Co-Advisory  Agreement with SBAM
     was in the best interests of the Fund and its  stockholders.  In connection
     with their  review of the New U.S.  Co-Advisory  Agreement,  the  Directors
     requested and  reviewed,  with the  assistance  of Fund counsel,  materials
     furnished  by  SBAM  and  Travelers.  These  materials  included  financial
     statements,  as well as  other  written  information,  regarding  SBAM  and
     Travelers and their personnel,  operations and financial condition. After a
     presentation  of  information on this matter and detailed  discussion,  the
     Directors,  including a majority of the Independent Directors, approved the
     New U.S.  Co-Advisory  Agreement  with  SBAM and  voted  to  recommend  its
     approval by the  stockholders of the Fund. In making these  determinations,
     the Directors considered, among other things, the following factors:

          1. The key  professionals  who have been responsible for servicing the
     Fund to date are expected to continue to be  responsible  for servicing the
     Fund.

          2.  The  New  U.S.  Co-Advisory  Agreement  with  SBAM  is  materially
     identical  to the Former U.S.  Co-Advisory  Agreement  with  respect to the
     nature and scope of the operations and services to be provided.  Therefore,
     there will be no change in the duties and other terms of  engagement of the
     Fund's  U.S.  Co-Adviser.  However,  the  New  U.S.  Co-Advisory  agreement
     provides  for a 0.05%  reduction  of fees from 0.25% of the Fund's  average
     weekly net assets to 0.20% of the Fund's average weekly net assets. The New
     U.S.  Co-Advisory  Agreement  was  effective  as of the closing date of the
     Transaction on November 28, 1997.

          The Directors also considered the terms of the  Transaction,  compared
     the  ownership  and  control  of SBAM and  considered  the  extent to which
     personnel and resources would be enhanced by the personnel and resources of
     Travelers.  The Directors  also  considered,  as they have in the past, the
     nature  and  quality  of  services  expected  to be  provided  by SBAM  and
     information  regarding fees, expense ratios and performance.  In evaluating
     SBAM's  ability to provide  advisory  services to the Fund,  the  Directors
     considered  information  as  to  SBAM's  business  organization,  financial
     resources and personnel.

     Section 15(f) of the 1940 Act

          Section 15(f) of the 1940 Act provides that,  when a change of control
     of an investment  adviser to an investment  company occurs,  the investment
     adviser or any of its affiliated  persons may receive any amount or benefit
     in connection therewith as long as two conditions are satisfied.  First, no
     "unfair burden" may be imposed on the investment company as a result of the
     transaction  relating to the change of  control,  or any express or implied
     terms,  conditions or understandings  applicable thereto. As defined in the
     1940 Act, the term "unfair burden" includes any arrangement  during the two
     (2) year period after the change in control whereby the investment  adviser
     (or predecessor or successor adviser), or any interested person of any such
     adviser,  receives or is entitled to receive any compensation,  directly or
     indirectly, from the investment company or its security holders (other than
     fees for bona fide  investment  advisory  or other  services),  or from any
     person in  connection  with the  purchase  or sale of  securities  or other
     property to, from, or on behalf of the investment  company (other than fees
     for bona fide brokerage and principal underwriting services).  The Board of
     Directors is aware of no  circumstances  arising from the Transaction  that
     might result in an unfair burden being imposed on the Fund.

          The  second  condition  is that,  during  the  three  (3) year  period
     immediately  following  the  Transaction,  at  least  75% of an  investment
     company's  board of  directors  must  not be  "interested  persons"  of the
     investment adviser of the investment company or the predecessor  investment
     adviser  within  the  meaning  of the  1940  Act.  At  present,  75% of the
     Directors are not "interested persons" of the U.S. Co-Adviser or any of its
     affiliates.

     Recommendation and Required Vote

          Based upon its review,  the Board of Directors  of the Fund  concluded
     that the New U.S. Co-Advisory Agreement is reasonable, fair and in the best
     interests of the Fund and its  stockholders,  and that the fees provided in
     the New U.S. Co-Advisory  Agreement are fair and reasonable in light of the
     usual and customary  charges made by others for services of the same nature
     and quality.  Accordingly,  after  consideration of the above factors,  and
     such other factors and  information as it deemed  relevant,  the Directors,
     including a majority of the  Independent  Directors (as defined by the 1940
     Act),  approved the New U.S.  Co-Advisory  Agreement and voted to recommend
     its approval by the stockholders of the Fund.

          At the Meeting, the stockholders of the Fund will vote on the proposed
     New U.S.  Co-Advisory  Agreement.The  affirmative  vote of the holders of a
     majority of the outstanding  shares of the Fund is required to approve this
     proposal.  "Majority"  for this purpose under the 1940 Act means the lesser
     of (i) 67% or more of the  shares  of the  Fund  entitled  to vote  thereon
     present  or  represented  by proxy at the  Meeting if more than 50% of such
     outstanding  shares are present or represented by proxy,  or (ii) more than
     50% of such outstanding shares.  Where a shareholder  abstains,  the shares
     represented  will be counted as present and  entitled to vote on the matter
     for the purpose of determining a quorum,  but the abstention  will have the
     effect of a negative vote on the proposal.

     THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS OF THE
     FUND, RECOMMEND THAT YOU VOTE "FOR" PROPOSAL 3.

                                              ADDITIONAL INFORMATION

Investment Advisers and Administrator

          The Fund's advisory structure provides a multinational arrangement for
     furnishing  management  skills and  investment  advice to pursue the Fund's
     investment  objective of investing  primarily in equity securities of Irish
     corporations.  BIAM, an Irish company  registered as an investment  adviser
     under  the  U.S.  Investment  Advisers  Act of  1940,  acts  as the  Fund's
     Principal Investment Adviser. BIAM's office in the United States is located
     at 20  Horseneck  Lane,  Greenwich,  Connecticut  06830.  The  Fund's  U.S.
     Co-Adviser  is SBAM, a United  States  investment  advisory  firm.  SBAM is
     located at 7 World Trade Center, New York, New York 10048.

          Investor  Services  Group,  located at One  Exchange  Place,  53 State
     Street, Boston, Massachusetts 02109, provides administration services to
     the Fund.

                               SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

          As of January 5, 1999, Cede & Co., a nominee partnership of Depository
     Trust Company,  located at 7 Hanover Square, New York, New York 10004, held
     of record 4,814,457 or 96.10% of the Fund's shares.
 
                            COMPLIANCE WITH THE SECURITIES EXCHANGE ACT OF 1934

          Section 16(a) of the Securities Exchange Act of 1934 requires that the
     Fund's  Directors  and  Officers,   certain  persons  affiliated  with  the
     Principal Investment Adviser and the U.S.  Co-Adviser,  and persons who own
     more than 10% of a registered class of the Fund's securities,  file reports
     of ownership  and changes of ownership  with the SEC and the New York Stock
     Exchange.  Directors,  Officers,  and  greater  than 10%  shareholders  are
     required by SEC  regulation  to furnish the Fund with copies of all Section
     16(a) forms they file.

          Based  solely  upon the SEC's  review of the  copies of such  forms it
     receives and written representations from certain of such persons, the Fund
     believes that during 1997 all such filing  requirements  applicable to such
     persons were complied  with,  except that the Form 4 report  required to be
     filed by William P. Clark, Director of the Fund, was filed late.



                                         BROKER NON-VOTES AND ABSTENTIONS

          A proxy  which  is  properly  executed  and  returned  accompanied  by
     instructions to withhold authority to vote,  represents a broker "non-vote"
     (i.e., shares held by brokers or nominees as to which (i) instructions have
     not been received  from the  beneficial  owners or the persons  entitled to
     vote and (ii) the  broker or  nominee  does not have  discretionary  voting
     power on a particular  matter).  Proxies that reflect abstentions or broker
     non-votes (collectively,  "abstentions") will be counted as shares that are
     present and entitled to vote on the matter for purposes of determining  the
     presence of a quorum.  Under Maryland law,  abstentions do not constitute a
     vote "for" or "against" a matter and will be disregarded in determining the
     "votes cast" on an issue.  The election of Directors  (Proposal 1) requires
     that each successful  candidate receives the affirmative vote of a majority
     of votes cast at the Meeting;  therefore,  abstentions will be disregarded.
     The  ratification  of  independent  accountants  (Proposal  2) requires the
     affirmative vote of a majority of the votes cast at the Meeting; therefore,
     abstentions  will  be  disregarded  in  determining  the  vote  cast on the
     Proposal.  The approval of the New U.S. Co-Advisory  Agreement (Proposal 3)
     requires the affirmative vote of a majority (as defined by the 1940 Act) of
     the  outstanding  shares  present or  represented  by proxy at the Meeting;
     therefore,  abstentions will have the same effect as votes cast against the
     Proposal.

                                                   OTHER MATTERS

          No business  other than as set forth herein is expected to come before
     the Meeting,  but should any other matter  requiring a vote of stockholders
     arise,  including  any question as to an  adjournment  of the Meeting,  the
     persons  named in the enclosed  proxy will vote thereon  according to their
     best judgment in the interests of the Fund.

                                               STOCKHOLDER PROPOSALS

          A stockholder's proposal intended to be presented at the Fund's Annual
          Meeting of  Stockholders  in 1999 must be  received  by the Fund on or
     before  February  16,  1998 in order to be  included  in the  Fund's  proxy
     statement and form of proxy relating to that meeting.


                                                              Brigid O. Bieber
                                                              Secretary



Dated: January 26, 1998

   Stockholders  who do not expect to be present at the  Meeting  and who
   wish to have their  shares  voted are  requested  to date and sign the
   enclosed  proxy and  return it in the  enclosed  envelope.  No  postage  is
   required if mailed in the United States.


                                                                      EXHIBIT A
                                                      FORM OF
                                            U.S. CO-ADVISORY AGREEMENT


          Agreement  dated and  effective as of November  28, 1997,  between THE
     IRISH INVESTMENT FUND, INC., a Maryland  corporation (herein referred to as
     the  "Fund")  and  Salomon   Brothers  Asset  Management  Inc,  a  Delaware
     corporation (herein referred to as the "U.S. Co-Adviser").

               1. The U.S.  Co-Adviser  hereby  undertakes and agrees,  upon the
          terms and  conditions  herein set forth,  (i) to furnish to the Fund's
          Principal Investment Adviser,  Bank of Ireland Asset Management (U.S.)
          Limited  (herein  referred to as "BIAM") and the Fund such  investment
          advice,  research  and  assistance  as BIAM  and the Fund  shall  from
          time-to-time  reasonably request; (ii) to furnish to BIAM and the Fund
          international   economic  information  and  analysis  with  particular
          emphasis on  macroeconomic  issues within the  international  economic
          community and in particular  within the European  Community;  (iii) to
          consult  with BIAM and the Fund with  respect to  emerging  trends and
          developments  in the European  Community with  particular  emphasis on
          opportunities    for   Irish    entities   both    domestically    and
          internationally;  (iv) to  monitor  the  shares  of the Fund  with the
          shares of other  closed-end  investment  companies  selected  for such
          comparison  jointly by the Fund, the U.S.  Co-Adviser  and BIAM,  with
          respect to market  price,  net asset  value,  distributions  and other
          market  indices and  performance  indicators  selected  jointly by the
          Fund, the U.S. Co-Adviser and BIAM and to monitor the effect of issuer
          tender  offers and share  repurchase  programs;  (v) to  evaluate  the
          trading  pattern in the Fund's  shares,  the  potential  causes of any
          discount  from, or premium over, net asset value per share and actions
          which  might be taken  with  respect to any such  variations  from net
          asset value;  (vi) to furnish  investment  advice regarding global and
          U.S.  (including  governmental  and private  issuers) debt securities,
          particularly  with respect to the period of initial  investment of the
          Fund's assets in Irish securities, the investment of the Fund's assets
          during defensive  periods and the investment of the Fund's assets held
          pending  distributions  to the Fund's  shareholders  or payment of the
          Fund's  expenses  or  pending  reinvestment  of the  Fund's  assets in
          securities;  (vii) to provide  investors with information with respect
          to the Irish  economy and  securities  market,  the asset value of the
          Fund's  portfolio and the general  composition  of such  portfolio and
          other  asset  management  issues,  including  by making  available  to
          investors,  at the U.S.  Co-Adviser's  expense,  a toll free telephone
          number  which  may be used  to  access  such  information;  (viii)  to
          supervise and  coordinate  the work of the Fund's  Administrator  with
          respect to regulatory  filings and the overall  administration  of the
          Fund in the United States;  (ix) to furnish,  without undue expense to
          the U.S.  Co-Adviser,  for the use of the Fund such  office  space and
          facilities  as the Fund may  require for its  reasonable  needs in New
          York and to furnish, at the expense of the U.S.  Co-Adviser,  clerical
          services in New York related to research,  statistical  and investment
          work for the benefit of the Fund;  and (x) to pay the  salaries,  fees
          and  expenses of such of the Fund's  officers,  directors or employees
          (including,  where  applicable,  the Fund's share of payroll taxes) as
          are directors,  officers or employees of the U.S. Co-Adviser or any of
          its  affiliates;  provided,  however,  that the Fund, and not the U.S.
          Co-Adviser,  shall pay  travel  expenses  or an  appropriate  fraction
          thereof  of  directors  and  officers  of the Fund who are  directors,
          officers or employees of the U.S.  Co-Adviser or any of its affiliates
          to the extent that such  expenses  relate to attendance at meetings of
          the Fund's Board of Directors or any committee thereof.

               In connection herewith,  the U.S. Co-Adviser agrees to maintain a
          staff  within its  organization  to furnish the above  services to the
          Fund and to BIAM. The U.S.  Co-Adviser shall bear all expenses arising
          out of its duties hereunder.

               2. The Fund agrees to pay in U.S. Dollars to the U.S. Co-Adviser,
          as full  compensation  for the services to be rendered and expenses to
          be borne by the U.S. Co-Adviser hereunder,  a fee, payable monthly, at
          an annualized  rate equal to 0.20% of the value of the average  weekly
          net assets of the Fund. For purposes of computing the monthly fee, the
          weekly net assets of the Fund for a month  shall be  determined  as of
          the close of business in New York on the last New York Stock  Exchange
          business day of each week with respect to which such last business day
          falls within that month,  and the  aggregate  value of all such weekly
          net assets shall be divided by the number of such weeks in such month.
          The value of the net assets of the Fund shall be  determined  pursuant
          to the applicable provisions of the Investment Company Act of 1940, as
          amended  (the "1940 Act") and the  directions  of the Fund's  Board of
          Directors.  Such fee shall be computed  beginning on the date on which
          the Fund receives the net proceeds of the sale of its shares of common
          stock in the initial public offering  thereof (the  "Effective  Date")
          until the termination, for whatever reason, of this Agreement. The fee
          for the  period  from  the  end of the  last  month  ending  prior  to
          termination of this  Agreement to the date of termination  and the fee
          for the period from the  Effective  Date  through the end of the month
          during which the Effective Date occurs shall be pro-rated according to
          the  proportion  which such period bears to the full  monthly  period.
          Except as provided  below,  each  payment of a monthly fee to the U.S.
          Co-Adviser  shall be made  within  ten days of the  first  day of each
          month following the day as of which such payment is computed. Upon the
          termination  of this Agreement  before the end of any month,  such fee
          shall be payable on the date of termination of this Agreement.

               3. The U.S.  Co-Adviser  represents  and warrants that it is duly
          registered  and  authorized  as an  investment  adviser under the U.S.
          Investment  Advisers Act of 1940, as amended,  and the U.S. Co-Adviser
          agrees   to   maintain   effective   all   requisite    registrations,
          authorizations and licenses, as the case may be, until the termination
          of this Agreement.

               4. The services provided hereunder by the U.S. Co-Adviser are not
          to be deemed exclusive and the U.S.Co-Adviser and any of its 
          affiliates or related  persons are free to render similar services to
          others and to use the research  developed in connection  with this 
          Agreement for other clients or  affiliates.  Nothing herein shall
          be construed as constituting the U.S. Co-Adviser an agent of BIAM or 
          of the Fund.

               5.  The  U.S.  Co-Adviser  may  rely  on  information  reasonably
          believed  by  it  to  be  accurate  and  reliable.  Neither  the  U.S.
          Co-Adviser  nor its  officers,  directors,  employees,  agents  or any
          controlling persons as defined in the 1940 Act shall be subject to any
          liability  for any act or  omission,  error of  judgment or mistake of
          law, or for any loss suffered by the Fund in the course of,  connected
          with or arising out of any services to be rendered hereunder except by
          reason of willful  misfeasance,  bad faith or gross  negligence in the
          performance  of its duties or by reason of reckless  disregard  on the
          part of the U.S.  Co-Adviser of its  obligations and duties under this
          Agreement.   Any  person,  even  though  also  employed  by  the  U.S.
          Co-Adviser,  who may be or become  an  employee  of the Fund  shall be
          deemed, when acting within the scope of his employment by the Fund, to
          be  acting  in  such  employment  solely  for the  Fund  and not as an
          employee or agent of the U.S. Co-Adviser.

               6. This Agreement shall remain in effect for a period of one year
          from the date hereof and shall continue in effect thereafter, but only
          so long as such continuance is specifically approved at least annually
          by the affirmative vote of (i) a majority of the members of the Fund's
          Board of Directors who are not  interested  persons of the Fund or the
          U.S. Co-Adviser, cast in person at a meeting called for the purpose of
          voting on such  approval,  and (ii) a majority of the Fund's  Board of
          Directors  or the  holders of a  majority  of the  outstanding  voting
          securities of the Fund.

               Notwithstanding the above, this Agreement (a) may nevertheless be
          terminated  at any  time,  without  penalty,  by the  Fund's  Board of
          Directors,  by vote of holders of a majority of the outstanding voting
          securities  of the  Fund or by the  U.S.  Co-Adviser,  upon  60  days'
          written  notice  delivered  to  each  party  hereto,   and  (b)  shall
          automatically be terminated in the event of its assignment,  provided,
          however,  that a transaction  which does not, in  accordance  with the
          1940 Act,  result in a change of actual  control or  management of the
          U.S.  Co-Adviser  shall not be deemed to be an assignment for purposes
          of this Agreement. Any such notice shall be deemed given when received
          by the addressee.

                    7. This Agreement may not be transferred,  assigned, sold or
               in any manner  hypothecated  or pledged by any party hereto other
               than as  permitted  pursuant  to  Section 6. It may be amended by
               mutual agreement,  but only after authorization of such amendment
               by the  affirmative  vote of (i) the holders of a majority of the
               outstanding voting securities of the Fund; and (ii) a majority of
               the  members  of the  Fund's  Board  of  Directors  who  are  not
               interested  persons of the Fund or the U.S.  Co-Adviser or of any
               entity regularly  furnishing  investment  advisory  services with
               respect  to the  Fund  pursuant  to any  agreement  with the U.S.
               Co-Adviser, cast in person at a meeting called for the purpose of
               voting on such  approval,  unless  such  shareholder  approval is
               deemed not to be required under the 1940 Act.

                    8.  This   Agreement   shall  be  governed,   construed  and
               interpreted in accordance with the laws of the State of New York,
               provided,  however,  that  nothing  herein  shall be construed as
               being  inconsistent  with the 1940 Act.  As used herein the terms
               "interested person,"  "assignment" and "vote of a majority of the
               outstanding  voting securities" shall have the meanings set forth
               in the 1940 Act.

                    9. Any notice  hereunder  shall be in  writing  and shall be
               delivered in person or by telex or facsimile (followed by mailing
               such notice,  air mail postage prepaid,  on the day on which such
               telex or facsimile is sent to the address set forth below) to the
               following address, telex and facsimile numbers:

                    If to the  Fund,  to  the  attention  of  Richard  H.  Rose,
               President, c/o First Data Investor Services Group, Inc., 53 State
               Street, Boston, MA 02109, Telephone No. (617) 573-1351, Facsimile
               No. (617) 557-7125, with copy to Brigid O. Bieber,  Secretary, 53
               State Street,  Boston,  MA 02109,  Telephone No. (617)  573-1529,
               Facsimile No. (617) 722-9269.

                    If  to  Salomon   Brothers  Asset  Management  Inc,  to  the
               attention of Michael S. Hyland,  President, 7 World Trade Center,
               New York, NY 10048,  Telephone No. (212) 783-7416,  Facsimile No.
               (212) 783-1938.

                    or to such  other  address as to which the  recipient  shall
               have informed the other parties in writing.

                    Unless  specifically  provided  elsewhere,  notice  given as
               provided above shall be deemed to have been given, if by personal
               delivery,  on the day of  such  delivery,  and,  if by  telex  or
               facsimile  and mail, on the date on which such telex or facsimile
               and confirmatory letter are sent.

                    10.  Each party  hereto  irrevocably  agrees  that any suit,
               action or  proceeding  against  the U.S.  Co-Adviser  or the Fund
               arising  out of or relating  to this  Agreement  shall be subject
               exclusively  to the  jurisdiction  of the United States  District
               Court for the Southern District of New York and the Supreme Court
               of the State of New York, New York County,  and each party hereto
               irrevocably  submits  to the  jurisdiction  or each such court in
               connection with any such suit,  action or proceeding.  Each party
               hereto  waives any  objection  to the laying of venue of any such
               suit,  action or proceeding in either such court,  and waives any
               claim that such suit, action or proceeding has been brought in an
               inconvenient  forum.  Each party hereto  irrevocably  consents to
               service of process in  connection  with any such suit,  action or
               proceeding  by mailing a copy thereof by  registered or certified
               mail, postage prepaid, to their respective addresses as set forth
               in this Agreement.

                    IN WITNESS WHEREOF, the parties have executed this Agreement
               by their officers thereunto duly authorized as of
the day and year first written above.

                                    THE IRISH INVESTMENT FUND, INC.

                                    By:              /s/ Richard H. Rose
                                            Name:    Richard H. Rose
                                            Title:   President

                                    SALOMON BROTHERS ASSET MANAGEMENT INC

                                    By:              /s/ Michael S. Hyland
                                            Name:    Michael S. Hyland
                                            Title    President



- -


                            THE IRISH INVESTMENT FUND, INC.

                       PROXY SOLICITED BY THE BOARD OF DIRECTORS
                    Annual Meeting of Stockholders - March 10, 1998

                    The undersigned hereby appoints Gerald F. Colleary, Peter J.
               Hooper,  Brigid O. Bieber, and Elizabeth A. Russell,  and each of
               them, attorneys and proxies of the undersigned,  with full powers
               of substitution and revocation,  to represent the undersigned and
               to vote on behalf of the undersigned as designated on the reverse
               side of this proxy card, all stock of The Irish  Investment Fund,
               Inc. held of record by the  undersigned on January 5, 1998 at the
               Annual  Meeting of  Stockholders  (the  "Meeting")  to be held on
               March 10, 1998, and at any adjournments  thereof. The undersigned
               hereby  acknowledges  receipt of the Notice of Meeting  and Proxy
               Statement and hereby instructs said attorneys and proxies to vote
               said shares as indicated herein. In their discretion, the proxies
               are  authorized to vote upon such other  business as may properly
               come before the Meeting.

                    A majority of the proxies  present and acting at the Meeting
                    in  person  or by  substitute  (or,  if only one shall be so
               present,  then that one) shall have and exercise all of the power
               and authority of said proxies hereunder.  The undersigned hereby
               revokes any proxy previously given.


                              (Continued on reverse side)




                                                
     |X|        Please mark your
                votes as in this
                 example.


                       for     withheld   
Election    Nominees:  Denis P. Kelleher    2. Ratification of the
of                     (Class II Director)  selection of  Price Waterhouse LLP
Directors              James M. Walton     independent accountants for the 
                       (Class II Director) fiscal year ending October 31, 1998
For,except vote withheld from the     4.  To consider and vote upon such other
following nominee(s)                       matters as may properlycome before  
                                           said Meeting or any adjournment
                                           thereof.

______________________________________________

- -
                                       for     against   abstain
                                                                              
3. Approval of a new U.S. Co-Advisory        Check Here for Change
Agreement between the Fund and               of Address and Note hereon.
Salomon Brothers Asset Management Inc.                                          
                                     
                This Proxy, when properly executed,will be voted in the
                manner directed  herein by the  undersigned  stockholder.
                If no direction  is made,  this Proxy will be voted "FOR"
                the  election of the  Nominees  and Proposal 2 and 3, and
                Proposal 4, as such  matters may arise.  Please  refer to
                the  Proxy  Statement  for a  discussion  of  all  of the
                proposals.
 
                 PLEASE  SIGN,  DATE AND RETURN THIS PROXY IN THE ENCLOSED
                 POSTAGE PAID ENVELOPE.



signature:  ______________________________________________

date: _________________________________________________
(important):  Please sign exactly as the name appears on this Proxy.  
              If joint owners,  EITHER may sign this Proxy.  When signing as
              attorney-in-fact, executor, administrator, trustee
              or guardian,  please add your title as such.  Proxies executed 
              in the name of a corporation should be signed on behalf
              of the corporation by a duly authorized officer.