April 29, 2010
Ms. Laura E. Hatch
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Re: GAMCO International Growth Fund, Inc. (the "Fund")
Post-Effective Amendment No. 20 to the Registration Statement
on Form N-1A (33-79994)
Dear. Ms. Hatch:
This letter responds to your additional comments communicated by
telephone on April 28, 2010, with respect to the Post-Effective Amendment No. 20
to the Registration Statement on Form N-1A (the "Registration Statement") of the
Fund that was filed with the Securities and Exchange Commission (the "SEC") on
February 26, 2010 (accession number 0000950123-10-017786).
In addition, in connection with this filing, the Fund hereby states the
following:
1. The Fund acknowledges that in connection with the comments
made by the Staff of the SEC, the Staff has not passed on the
accuracy or adequacy of the disclosure made herein, and the
Fund and its management are solely responsible for the content
of such disclosure;
2. The Fund acknowledges that the Staff's comments, and changes
in disclosure in response to the Staff's comments, do not
foreclose the SEC or other regulatory body from the
opportunity to seek enforcement or take other action with
respect to the disclosure made herein;
3. The Fund represents that neither it nor its management will
assert the Staff's comments or changes in disclosure in
response to the Staff's comments as a defense in any action or
proceeding by the SEC or any person.
The Fund's responses to your comments are reflected below.
Comments that applied to both the Class AAA Shares prospectus and the
Class ABCI Shares prospectus have only been addressed once. The
substance of your comments has been restated for your ease of
reference.
COMMENT #1-PRINCIPAL INVESTMENT STRATEGIES: You have requested that the
Fund specifically reference the quality of the convertible securities
in which it invests.
RESPONSE #1: The Fund has added the following under "Investing
in the Fund involves the following risks:":
o CONVERTIBLE SECURITIES AND CREDIT RISK. The characteristics
of convertible securities make them appropriate investments
for investors who seek a high level of total return with the
addition of credit risk. These characteristics include the
potential for capital appreciation if the value of the
underlying common stock increases, the relatively high yield
received from dividend or interest payments as compared to
common stock dividends, and decreased risks of decline in
value, relative to the underlying common stock due to their
fixed income nature. As a result of the conversion feature,
however, the interest rate or dividend preference on a
convertible security is generally less than would be the case
if the securities were not convertible. During periods of
rising interest rates, it is possible that the potential for
capital gain on a convertible security may be less than that
of a common stock equivalent if the yield on the convertible
security is at a level which causes it to sell at a discount.
Any common stock or other equity security received by
conversion will not be included in the calculation of the
percentage of total assets invested in convertible securities.
The Fund generally will not invest more than 5% of its net
assets in convertible securities that are below investment
grade.
Should you have any questions regarding the foregoing, please
do not hesitate to contact Helen A. Robichaud at PNC Global
Investment Servicing, Inc., the Fund's Sub-Administrator, at
617-338-4595.
Very truly yours,
/S/ BRUCE N. ALPERT
Bruce N. Alpert
President
cc: Helen A. Robichaud Arlene Lonergan
PNC Global Investment PNC Global Investment
Servicing, Inc. Servicing, Inc.
Peter D. Goldstein Christopher Tafone
Gabelli Funds, LLC Paul, Hastings, Janofsky
& Walker LLP
Rachael Schwartz
Paul, Hastings, Janofsky
& Walker LLP