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<SEC-DOCUMENT>0000935069-04-000244.txt : 20040220
<SEC-HEADER>0000935069-04-000244.hdr.sgml : 20040220
<ACCEPTANCE-DATETIME>20040220141656
ACCESSION NUMBER:		0000935069-04-000244
CONFORMED SUBMISSION TYPE:	N-23C3A
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20040229
FILED AS OF DATE:		20040220
EFFECTIVENESS DATE:		20040220

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INDIA FUND INC
		CENTRAL INDEX KEY:			0000917100
		IRS NUMBER:				133749070
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		N-23C3A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	817-00883
		FILM NUMBER:		04618852

	BUSINESS ADDRESS:	
		STREET 1:		200 PARK AVENUE
		STREET 2:		24TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10166
		BUSINESS PHONE:		800-421-4777

	MAIL ADDRESS:	
		STREET 1:		200 PARK AVENUE
		STREET 2:		24TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10166

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INDIA FUND INC /NY NEW
		DATE OF NAME CHANGE:	19940106
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-23C3A
<SEQUENCE>1
<FILENAME>formn23c3.txt
<DESCRIPTION>INDIA REPURCHASE OFFER
<TEXT>
                                  FORM N-23C-3
                        NOTIFICATION OF REPURCHASE OFFER
                             PURSUANT TO RULE 23C-3



1.   Investment Company Act File Number: 811-08266
     Date of Notification:  February 20, 2004

2.   Exact name of investment company as specified in registration statement.

     THE INDIA FUND, INC.

3.   Address of principal executive office:

     200 Park Avenue, 24th Floor
     New York, NY 10166

4.   Check one of the following:

     A.   [X] The  notification  pertains to a periodic  repurchase  offer under
          paragraph (b) of Rule 23c-3.

     B.   [ ] The  notification  pertains to a  discretionary  repurchase  offer
          under paragraph (c) of Rule 23c-3.

     C.   [ ] The  notification  pertains to a periodic  repurchase  offer under
          paragraph (b) of Rule 23c-3 and a discretionary repurchase offer under
          paragraph (c) of Rule 23c-3.



BY:           /S/ BRYAN MCKIGNEY
              ------------------

NAME:         Bryan McKigney
              --------------

TITLE:        Director, President and Chairman
              --------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A
<SEQUENCE>3
<FILENAME>g11099_offertorepurchase.txt
<DESCRIPTION>EXHIBIT 99.A (I)
<TEXT>
                               OFFER TO REPURCHASE

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

                                    OFFER BY
                              THE INDIA FUND, INC.
                             TO REPURCHASE UP TO 5%
                          OF ITS ISSUED AND OUTSTANDING
                             SHARES OF COMMON STOCK

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

               THIS REPURCHASE OFFER WILL EXPIRE ON MARCH 12, 2004
      AT 5:00 P.M., NEW YORK CITY TIME (THE "REPURCHASE REQUEST DEADLINE")

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


      THIS OFFER TO REPURCHASE AND THE ACCOMPANYING LETTER OF TRANSMITTAL (WHICH
TOGETHER  CONSTITUTE THE "REPURCHASE  OFFER") ARE NOT CONDITIONED ON ANY MINIMUM
NUMBER OF SHARES BEING TENDERED, BUT ARE SUBJECT TO OTHER CONDITIONS AS OUTLINED
HEREIN AND IN THE LETTER OF TRANSMITTAL.

      NO  PERSON  HAS BEEN  AUTHORIZED  TO GIVE ANY  INFORMATION  OR TO MAKE ANY
REPRESENTATIONS  IN  CONNECTION  WITH THE  REPURCHASE  OFFER  OTHER  THAN  THOSE
CONTAINED  HEREIN AND IN THE LETTER OF  TRANSMITTAL,  AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS  MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE INDIA FUND, INC.


February 20, 2004
<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE



 1.  Number of Shares........................................................3

 2.  Price; Repurchase Fee...................................................3

 3.  Purpose of the Repurchase Offer.........................................3

 4.  Effect of the Offer; Source and Amount of Funds.........................4

 5.  Procedure for Tendering Shares..........................................4

 6.  Stockholders' Right to Withdraw Tendered Shares.........................6

 7.  Acceptance for Payment and Payment......................................6

 8.  Suspensions and Postponements of Repurchase Offer.......................7

 9.  NAV, Market Price and Volume of Trading.................................7

10.  Information with Respect to the Fund and the Fund's Investment Manager..7

11.  Certain Fees and Expenses...............................................8

12.  Miscellaneous...........................................................8

13.  Federal Income Tax Consequences.........................................8



                                        2
<PAGE>

TO THE STOCKHOLDERS OF THE INDIA FUND, INC.:


      1.  NUMBER OF  SHARES.  The India  Fund,  Inc.  (the  "Fund"),  a Maryland
corporation registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), as a closed-end,  non-diversified  management  investment  company,
hereby  offers to repurchase  up to 5% of the issued and  outstanding  shares of
common stock in the Fund (the  "Shares")  as of March 12, 2004 (the  "Repurchase
Offer  Amount"),  which are tendered and not withdrawn  prior to 5:00 p.m.,  New
York City Time, March 12, 2004 (the "Repurchase Request Deadline"). The Fund has
established  a record  date of February 6, 2004,  for  identifying  stockholders
eligible to receive Repurchase Offer materials.

      This  Repurchase  Offer  is  being  made to all  stockholders  of the Fund
("Stockholders")  and is not conditioned upon any minimum number of Shares being
tendered.  NEITHER  THE  FUND,  ITS BOARD OF  DIRECTORS  (THE  "BOARD")  NOR THE
INVESTMENT  MANAGER IS MAKING ANY  RECOMMENDATION TO ANY STOCKHOLDER  WHETHER TO
TENDER OR REFRAIN FROM TENDERING  SHARES IN THE REPURCHASE  OFFER.  The Fund and
the Board urge each  Stockholder to read and evaluate the  Repurchase  Offer and
related materials carefully and make his or her own decision.

      If the number of Shares  properly  tendered and not withdrawn prior to the
Repurchase  Request  Deadline  is less  than or  equal to the  Repurchase  Offer
Amount,  the Fund will,  upon the terms and conditions of the Repurchase  Offer,
purchase all Shares so tendered. If more Shares than the Repurchase Offer Amount
are duly tendered and not withdrawn  prior to the Repurchase  Request  Deadline,
the Fund will either (1) repurchase all of the additional  Shares  tendered,  if
the amount of such additional Shares does not exceed 2% of the Shares issued and
outstanding on the Repurchase  Request Deadline,  or (2) purchase the Repurchase
Offer Amount of Shares on a pro rata basis, provided, however, that the Fund may
accept all Shares tendered by Stockholders  who own,  beneficially or of record,
an  aggregate  of not more than 99 Shares and who  tender  all of their  Shares,
before prorating Shares tendered by others.

      As of February 6, 2004, 23,435,265 Shares were issued and outstanding. The
Fund does not anticipate that the number of Shares as of the Repurchase  Request
Deadline will be materially different.

      2. PRICE; REPURCHASE FEE. The repurchase price of the Shares will be their
net asset  value  ("NAV") at the close of regular  trading on the New York Stock
Exchange ("NYSE") on March 19, 2004 (the "Repurchase  Pricing Date"). The Shares
tendered  pursuant to the  Repurchase  Offer will be subject to a repurchase fee
(the "Repurchase Fee") equal to 2% of NAV per Share, which will be deducted from
the repurchase  price.  The Fund normally  calculates the NAV of its Shares each
Friday at the close of regular trading on the NYSE. On February 6, 2004, the NAV
was $23.79 per Share.

      During the Repurchase  Offer,  the NAV of the Shares will be calculated as
of the close of  regular  trading  on the NYSE each  Friday and each of the five
business days (March 8, 2004 to March 12, 2004) preceding the Repurchase Request
Deadline  (March 12, 2004). On February 6, 2004, the Fund's Shares closed on the
NYSE at $24.66 per share, representing a premium of 3.66% to the Fund's February
6, 2004 NAV per Share.  If the market  price of the Fund's  Shares  remains at a
premium to the Fund's NAV per Share at the  Repurchase  Pricing Date, it may not
be  in a  Stockholder's  interest  to  tender  Shares  in  connection  with  the
Repurchase  Offer. The market price of the Fund's Shares can and does fluctuate.
Moreover,  there can be no assurance  that the market price of the Fund's Shares
will  remain at a premium to the Fund's NAV per Share.  Stockholders  can obtain
the daily NAV and daily NYSE  closing  price of the Shares from March 8, 2004 to
March 12, 2004 by calling Georgeson Shareholder Communications Inc. toll free at
1-866-297-1264 or, for banks and brokers, at 212-440-9800.

      The Shares are listed on the NYSE under the symbol  "IFN." On  February 6,
2004, closing price on the NYSE was $24.66 per Share.

      3. PURPOSE OF THE REPURCHASE  OFFER.  As with many  closed-end  investment
companies,  the trading price of the shares on the NYSE has historically been at
a discount to, i.e., lower than, the NAV of the Shares.  At a Special Meeting of
the  Stockholders on April 30, 2003 (the  "Stockholder  Meeting"),  Stockholders
approved a proposal converting the Fund to an "interval" structure,  pursuant to
which the Fund would make semi-annual  offers to repurchase at least 5%, but not
more than 25%,  of its  outstanding  Shares.  The  Repurchase  Offer will permit
tendering  Stockholders  to  liquidate  at least a  portion  of their  Shares at
approximately  NAV (less the Repurchase  Fee),  while  preserving the Fund as an
investment  vehicle  for  long-term  capital   appreciation  for  the  remaining
non-tendering Stockholders.


                                        3
<PAGE>

      4. EFFECT OF THE OFFER; SOURCE AND AMOUNT OF FUNDS. The actual cost to the
Fund of the  Repurchase  Offer  cannot be  determined  at this time  because the
number of Shares to be  purchased  will depend on the number  tendered,  and the
price will be based on the NAV per Share on the Repurchase  Pricing Date. If the
NAV per Share on the Repurchase Pricing Date is the same as the NAV per Share on
February 6, 2004  ($23.79 per Share),  and if 5% of the  outstanding  Shares are
purchased  pursuant to the  Repurchase  Offer,  the cost to the Fund  (excluding
expenses and the Repurchase Fee) would be approximately $27,876,248.

      The  monies  to be used by the Fund to  purchase  Shares  pursuant  to the
Repurchase Offer will be obtained from cash and liquid  securities in the Fund's
investment portfolio.

      The Repurchase  Offer may have certain adverse  consequences for tendering
and non-tendering Stockholders:

      FLUCTUATION  IN NAV  BETWEEN  THE  REPURCHASE  REQUEST  DEADLINE  AND  THE
REPURCHASE PRICING DATE: Stockholders must decide whether to tender their Shares
prior to the  Repurchase  Request  Deadline,  but the NAV at which the Fund will
repurchase Shares will not be calculated until the Repurchase  Pricing Date. The
NAV of the Shares may fluctuate between the Repurchase  Request Deadline and the
Repurchase  Pricing  Date,  and  there can be no  assurance  that the NAV of the
Shares on the  Repurchase  Pricing Date will be as high as the NAV of the Shares
on the Repurchase  Request Deadline.  Pursuant to Rule 23c-3 under the 1940 Act,
the Fund may use a Repurchase Pricing Date earlier than March 19, 2004 if, on or
immediately  following the Repurchase Request Deadline,  it appears that the use
of an earlier  Repurchase  Pricing  Date is not likely to result in  significant
dilution of the NAV of either Shares that are tendered in the  Repurchase  Offer
or Shares that are not so tendered.

      POSSIBLE  PRORATION:  If greater than 5% of the Fund's Shares are tendered
pursuant to the  Repurchase  Offer,  the Fund would be  required  to  repurchase
Shares tendered on a pro rata basis,  subject to certain exceptions described in
Section 1, "Number of Shares." Accordingly,  Stockholders cannot be assured that
all of their tendered Shares will be repurchased.

      RECOGNITION OF CAPITAL GAINS:  As noted,  the Fund may be required to sell
portfolio  securities  pursuant to the Repurchase Offer, in which event it might
recognize  capital  gains.  The Fund expects that it would  distribute  any such
gains to Stockholders  (reduced by net capital losses realized during the fiscal
year,  if  any)  following  the end of its  fiscal  year on  December  31.  This
recognition  and  distribution  of  gains,  if  any,  would  have  two  negative
consequences:   first,   Stockholders   at  the  time  of   declaration  of  the
distributions would be required to pay taxes on a greater amount of capital gain
distributions  than otherwise  would be the case;  and second,  to raise cash to
make  the  distributions,  the  Fund  might  need to sell  additional  portfolio
securities, thereby possibly realizing and recognizing additional capital gains.
It is  impossible to predict the amount of capital gains or losses that would be
realized and  recognized.  In  addition,  some of the  distributed  gains may be
realized on securities  held for one year or less,  which would generate  income
taxable to the Stockholders at ordinary income rates.

      TAX  CONSEQUENCES OF REPURCHASES TO  STOCKHOLDERS:  The Fund's purchase of
tendered Shares pursuant to the Repurchase  Offer will have tax consequences for
tendering   Stockholders  and  may  have  tax  consequences  for   non-tendering
Stockholders. See Section 13, "Federal Income Tax Consequences," below.

      HIGHER  EXPENSE  RATIO AND LESS  INVESTMENT  FLEXIBILITY:  The reduced net
assets of the Fund as a result of the Fund's annual Repurchase Offers will, over
time,  result  in a higher  expense  ratio for the Fund,  and  possibly  in less
investment  flexibility  for  the  Fund,  depending  on  the  number  of  Shares
repurchased.

      5. PROCEDURE FOR TENDERING SHARES.  Stockholders may tender some or all of
their  Shares by  delivering  or mailing a Letter of  Transmittal  or  facsimile
thereof  (together  with  certificates  and  other  required  documents)  to the
Depositary at the  appropriate  address set forth at the end of this  Repurchase
Offer or by following the  procedures  for  book-entry  delivery set forth below
(and causing a  confirmation  of receipt of such  delivery to be received by the
Depositary).  In lieu of the foregoing,  tendering  Stockholders can comply with
the guaranteed delivery procedures set forth below.

      To tender Shares properly,  the  certificates for Shares,  together with a
properly  completed  and duly  executed  Letter  of  Transmittal  (or  facsimile
thereof) and any other documents required by the Letter of Transmittal,  must be
received  prior to the  Repurchase  Request  Deadline by the  Depositary  at the
appropriate  address set forth at the end of this  Repurchase  Offer,  except as
otherwise   provided  below  in  this  Section.   Letters  of  Transmittal   and
certificates  representing  tendered  Shares  should  NOT be sent  or  delivered
directly to the Fund.  Stockholders  having  Shares  registered in the name of a
broker,  dealer,  commercial bank, trust company or other nominee should contact
such firm if they desire to tender their Shares.


                                        4
<PAGE>

      Signatures  on all Letters of  Transmittal  must be guaranteed by a member
firm of a  registered  national  securities  exchange,  a member of the National
Association of Securities  Dealers,  Inc. or a commercial  bank or trust company
having an office,  branch or agency in the United States (each being hereinafter
referred to as an  "Eligible  Institution"),  except in cases  where  Shares are
tendered (i) by a registered  holder of Shares who has not completed  either the
box  entitled  "Special  Payment  Instructions"  or the  box  entitled  "Special
Delivery  Instructions"  on the Letter of Transmittal or (ii) for the account of
an Eligible Institution.  See Instruction 1 of the Letter of Transmittal. If the
certificates are registered in the name of a person other than the signer of the
Letter of  Transmittal,  or if payment is to be made to a person  other than the
registered owner of the certificates surrendered,  then the certificates must be
endorsed or  accompanied  by  appropriate  stock  powers,  in either case signed
exactly  as the name or names of the  registered  owner or owners  appear on the
certificates,  with  the  signature(s)  on  the  certificates  or  stock  powers
guaranteed as aforesaid. See Instruction 6 of the Letter of Transmittal.

      The Fund's transfer agent holds Shares in uncertificated  form for certain
Stockholders pursuant to the Fund's dividend reinvestment plan. Stockholders may
tender all such  uncertificated  Shares by completing the appropriate section in
the Letter of  Transmittal  or Notice of Guaranteed  Delivery.  There may be tax
consequences  to a tendering  Stockholder who tenders less than all Shares he or
she owns. See Section 13, "Federal Income Tax Consequences," below.

      The Depositary  will establish  accounts with respect to the Shares at the
Depository Trust Company ("DTC") for purposes of the Repurchase Offer within two
business  days  after  the  date of this  Offer  to  Repurchase.  Any  financial
institution  that is a participant in DTC's system may make delivery of tendered
Shares by causing DTC to transfer such Shares into the  Depositary's  account in
accordance with DTC's procedure for such transfer. However, although delivery of
Shares may be effected through  transfer into the  Depositary's  account at DTC,
the Letter of Transmittal (or facsimile  thereof),  with any required  signature
guarantee and any other required documents, must, in any case, be transmitted to
and received by the Depositary at the  appropriate  address set forth at the end
of  this  Repurchase  Offer  before  the  Repurchase  Request  Deadline,  or the
tendering  Stockholder  must  comply  with  the  guaranteed  delivery  procedure
described  below.  Delivery  of  documents  to  DTC  in  accordance  with  DTC's
procedures does not constitute delivery to the Depositary.

      If certificates for Shares are not immediately  available or time will not
permit the  Letter of  Transmittal  and other  required  documents  to reach the
Depositary prior to the Repurchase Request Deadline,  Shares may nevertheless be
tendered provided that all of the following conditions are satisfied:

            (a) such tenders are made by or through an Eligible Institution; and

            (b)  the  Depositary  receives,  prior  to  the  Repurchase  Request
      Deadline,  a properly  completed  and duly  executed  Notice of Guaranteed
      Delivery  substantially in the form provided by the Fund (delivered either
      by hand, mail, telegram, telex or facsimile transmission); and

            (c)  the  certificates  for  all  tendered  Shares,   or  book-entry
      confirmation,  as the case may be, together with a properly  completed and
      duly executed Letter of Transmittal  and any other  documents  required by
      the Letter of  Transmittal,  are received by the  Depositary  within three
      NYSE  trading  days after  receipt  by the  Depositary  of such  Notice of
      Guaranteed Delivery.

      THE METHOD OF DELIVERY OF THE CERTIFICATES  REPRESENTING SHARES, LETTER OF
TRANSMITTAL,  AND  ANY  OTHER  DOCUMENTS  IS AT  THE  OPTION  AND  RISK  OF  THE
STOCKHOLDER.  IF THE STOCKHOLDER WISHES TO DELIVER BY MAIL, WE RECOMMEND THE USE
OF INSURED  REGISTERED MAIL, RETURN RECEIPT  REQUESTED.  THE STOCKHOLDER HAS THE
RESPONSIBILITY  TO CAUSE THE  CERTIFICATES,  LETTER OF TRANSMITTAL AND ANY OTHER
DOCUMENTS TO BE TIMELY DELIVERED.

      TO PREVENT BACKUP  WITHHOLDING ON PAYMENTS MADE FOR THE PURCHASE OF SHARES
PURSUANT TO THE REPURCHASE OFFER, EACH INDIVIDUAL STOCKHOLDER (AND CERTAIN OTHER
NONCORPORATE STOCKHOLDERS) MUST PROVIDE THE DEPOSITARY WITH HIS CORRECT TAXPAYER
IDENTIFICATION  NUMBER BY COMPLETING THE  SUBSTITUTE  FORM W-9 INCLUDED WITH THE
LETTER OF TRANSMITTAL (EVEN IF SUCH STOCKHOLDER HAS PREVIOUSLY  COMPLETED SUCH A
FORM).  CERTAIN  STOCKHOLDERS  WHO ARE NOT  CITIZENS OR  RESIDENTS OF THE UNITED
STATES MAY SATISFY THIS REQUIREMENT BY PROVIDING A CERTIFICATE OF FOREIGN STATUS
(FORM W-8) TO THE DEPOSITARY IN LIEU OF THE SUBSTITUTE FORM W-9. SEE SECTION 13,
"FEDERAL INCOME TAX CONSEQUENCES," BELOW.


                                        5
<PAGE>

      All questions as to the validity,  form,  eligibility  (including  time of
receipt) and  acceptance of any Shares  tendered will be determined by the Fund,
which determination  shall be final and binding.  The Fund reserves the absolute
right (i) to reject any and all  tenders  not in proper  form or the payment for
which would, in the opinion of the Fund's counsel, be unlawful and (ii) to waive
any of the conditions of the Repurchase  Offer or any defect or  irregularity in
the tender of any Shares. The Fund's determination of any defect or irregularity
in the tender of any Shares and its  interpretation  of the terms and conditions
of  the  Repurchase   Offer   (including  the  Letter  of  Transmittal  and  the
Instructions  thereto) will be final.  None of the Fund, the Information  Agent,
the Depositary or any other person shall be under any duty to give  notification
of any defects or irregularities in tenders,  and none shall incur any liability
for failure to give such notification.

      6.  STOCKHOLDERS'  RIGHT TO  WITHDRAW  TENDERED  SHARES.  Shares  tendered
pursuant  to the  Repurchase  Offer may be  withdrawn  at any time  prior to the
Repurchase Request Deadline. After the Repurchase Request Deadline, tenders made
pursuant to the Repurchase Offer will be irrevocable.

      To be effective, a written,  telegraphic or facsimile notice of withdrawal
must be timely received by the Depositary.  Such notice must specify the name of
the  person who  executed  the  particular  Letter of  Transmittal  or Notice of
Guaranteed  Delivery,  the number of Shares to be withdrawn and, if certificates
have been delivered or otherwise  identified to the Depositary,  the name of the
holder of record and the serial  numbers of the  certificates  representing  the
Shares to be withdrawn.  If Shares have been delivered pursuant to the procedure
for  book-entry  delivery as set forth in Section 5,  "Procedure  for  Tendering
Shares," any notice of  withdrawal  also must specify the name and the number of
the account at DTC to be credited with the  withdrawn  Shares (which must be the
same name and number from which the Shares were  tendered),  and must  otherwise
comply with DTC's procedures.

      All questions as to the form and validity,  including time of receipt,  of
notices of withdrawal  will be  determined by the Fund, in its sole  discretion,
whose determination will be final and binding. None of the Fund, the Information
Agent,  the  Depositary  or any  other  person  will be  under  any duty to give
notification of any defects or  irregularities in any notice of withdrawal or to
incur any liability for failure to give any such notification. Any Shares timely
and  properly  withdrawn  will be deemed not duly  tendered  for purposes of the
Repurchase Offer.

      7.  ACCEPTANCE FOR PAYMENT AND PAYMENT.  Upon the terms and subject to the
conditions of the Repurchase  Offer, the Fund will accept for payment,  and will
pay for, Shares validly  tendered on or before the Repurchase  Request  Deadline
and not properly withdrawn in accordance with Section 6, "Stockholders' Right to
Withdraw Tendered  Shares," as soon as practicable after the Repurchase  Request
Deadline.  The Fund expressly  reserves the right,  in its sole  discretion,  to
delay the acceptance for payment of, or payment for, Shares,  in order to comply
in whole or in part with any applicable law.

      The  per-Share  consideration  paid  to any  Stockholder  pursuant  to the
Repurchase Offer will be the highest per-Share  consideration  paid to any other
Stockholder  during  the  Repurchase  Offer.  In all cases,  payment  for Shares
tendered and accepted for payment  pursuant to the Repurchase Offer will be made
only after timely receipt by the Depositary of certificates  for such shares (or
confirmation  of the book-entry  transfer of such shares),  a properly  executed
Letter of Transmittal (or facsimile thereof) and any other documents required by
the Letter of Transmittal.

      For  purposes  of the  Repurchase  Offer,  the Fund will be deemed to have
accepted for payment,  and thereby  purchased,  Shares properly  tendered to the
Fund and not withdrawn, if, as and when the Fund gives oral or written notice to
the Depositary of its acceptance for payment of such Shares.  Payment for Shares
accepted for payment pursuant to the Repurchase Offer will be made by deposit of
the  purchase  price  with the  Depositary,  which  will  act as  agent  for the
tendering  Stockholders  for  purposes of  receiving  payment  from the Fund and
transmitting payment to the tendering Stockholders.  Under no circumstances will
the Fund pay  interest  on the  purchase  price of the  Shares to be paid by the
Fund, regardless of any delay in making such payment. If any tendered Shares are
not accepted for payment  pursuant to the terms and conditions of the Repurchase
Offer for any reason,  or are not paid for because of an invalid  tender,  or if
certificates  are submitted for more Shares than are tendered,  certificates for
such  unpurchased  Shares will be  returned,  without  expense to the  tendering
Stockholder,  as soon as practicable  following  expiration or withdrawal of the
Repurchase Offer.  Shares delivered by book-entry transfer into the Depositary's
account at DTC as  described in Section 5,  "Procedure  for  Tendering  Shares,"
which are to be returned will be credited to an account  maintained  within DTC.
Shares  which are to be returned and which were held in  uncertificated  form by
the Fund's transfer agent pursuant to the Fund's dividend reinvestment plan will
be returned to the dividend reinvestment plan account maintained by the transfer
agent.


                                        6
<PAGE>

      If the Fund is delayed in its acceptance for payment of, or in its payment
for,  Shares,  or is unable to accept for payment or pay for Shares  pursuant to
the  Repurchase  Offer for any reason,  then,  without  prejudice  to the Fund's
rights under this Repurchase Offer, the Depositary may, nevertheless,  on behalf
of the Fund, retain tendered Shares, and such shares may not be withdrawn unless
and except to the extent  tendering  Stockholders  are  entitled  to  withdrawal
rights as  described  in Section 6,  "Stockholders'  Right to Withdraw  Tendered
Shares."

      Shares  tendered  pursuant to the Repurchase  Offer will be subject to the
Repurchase  Fee,  which will be paid to the Fund and is  reasonably  intended to
compensate  the Fund for  expenses  directly  related to the  Repurchase  Offer.
Except for the Repurchase Fee,  tendering  Stockholders will not be obligated to
pay brokerage  commissions,  fees or, except in the  circumstances  described in
Instruction 6 of the Letter of  Transmittal,  transfer  taxes on the purchase of
Shares by the Fund.

      8. SUSPENSIONS AND  POSTPONEMENTS  OF REPURCHASE  OFFER. The Fund will not
suspend or postpone  the  Repurchase  Offer  except by vote of a majority of the
Board,  including a majority of Directors  who are not  "interested  persons" as
defined in the 1940 Act, and only:

            (i) if the  repurchase  would cause the Fund to lose its status as a
      regulated  investment  company under  Subchapter M of the Internal Revenue
      Code of 1986, as amended;

            (ii) if the  repurchase  would cause the Shares to be neither listed
      on any  national  securities  exchange  nor  quoted  on  any  inter-dealer
      quotation system of a national securities association;

            (iii) for any period  during  which the NYSE is  closed,  other than
      customary  weekend and holiday  closings,  or during which  trading on the
      NYSE is restricted;

            (iv) for any period during which an emergency  exists as a result of
      which  disposal by the Fund of  securities  owned by it is not  reasonably
      practicable, or during which it is not reasonably practicable for the Fund
      fairly to determine its NAV; or

            (v) for such other periods as the Securities and Exchange Commission
      may by order permit for the protection of Stockholders of the Fund.

      If the Repurchase  Offer is suspended or postponed,  the Fund will provide
notice to Stockholders of such suspension or postponement.

      9. NAV AND MARKET PRICE.  The Shares currently trade on the NYSE under the
symbol "IFN." The following table sets forth, on a quarterly basis, the high and
low NAVs of the Shares  and the high and low sale  prices of the Shares for each
calendar quarter during the two years ended December 31, 2003.

<TABLE>
<CAPTION>

                                                                      NAV                MARKET PRICE*
                                                              ------------------      -------------------
                                                               HIGH        LOW         HIGH         LOW
                                                              ------      ------      ------       ------
<S>                                                           <C>         <C>         <C>          <C>
January 1, 2002 to March 31, 2002 ........................    $13.46      $12.26      $11.50       $ 9.68
April 1, 2002 to June 30, 2002 ...........................    $13.07      $11.73      $10.81       $ 9.28
July 1, 2002 to September 30, 2002 .......................    $12.62      $11.23      $10.00       $ 8.73
October 1, 2002 to December 31, 2002 .....................    $12.80      $10.89      $10.67       $ 8.66
January 1, 2003 to March 31, 2003 ........................    $12.77      $11.71      $11.10       $10.01
April 1, 2003 to June 30, 2003 ...........................    $14.21      $11.35      $12.25       $ 9.50
July 1, 2003 to September 30, 2003 .......................    $18.13      $14.48      $15.56       $12.29
October 1, 2003 to December 31, 2003 .....................    $23.76      $18.69      $25.75       $15.53

<FN>
- ----------
* As reported on the NYSE.
</FN>
</TABLE>

      The NAV per Share computed as of the close of business on February 6, 2004
was $23.79.  On February 6, 2004, the high, low and closing prices of the Shares
as reported on the NYSE were $24.80, $24.16 and $24.66, respectively.

      10.  INFORMATION  WITH  RESPECT  TO THE  FUND  AND THE  FUND'S  INVESTMENT
MANAGER. The Fund is a closed-end, non-diversified management investment company
organized as a Maryland corporation. The Shares were first offered to the public
in February 1994. As a closed-end  investment company,  the Fund differs from an
open-end investment company (i.e., a mutual fund) in that it does not redeem its
Shares at the  election of a  stockholder  and does not  continuously  offer its
shares for sale to the public.


                                        7
<PAGE>

      Advantage Advisers, Inc. serves as the Investment Manager to the Fund. The
Investment  Manager is a subsidiary of Oppenheimer  Asset Management Inc. and an
affiliate of  Oppenheimer  & Co., Inc. The  Investment  Manager is a corporation
organized under the laws of Delaware on May 13, 1990 and a registered investment
adviser under the Investment  Advisers Act of 1940.  The Investment  Manager has
served as investment manager since the Fund's inception.  The principal business
address of the Investment  Manager is 200 Park Avenue,  24th Floor, New York, NY
10166.

      11.  CERTAIN  FEES AND  EXPENSES.  The Fund will not pay to any  broker or
dealer,  commercial bank, trust company or other person any solicitation fee for
any Shares purchased  pursuant to the Repurchase  Offer. The Fund will reimburse
such persons for customary  handling and mailing expenses incurred in forwarding
the Repurchase Offer. No such broker,  dealer,  commercial bank or trust company
has  been  authorized  to act as the  agent of the  Fund or the  Depositary  for
purposes of the Repurchase Offer.

      The Fund  has  retained  PFPC  Inc.  to act as  Depositary  and  Georgeson
Shareholder  Communications Inc. to act as Information Agent. The Depositary and
the Information  Agent will each receive  reasonable and customary  compensation
for  their  services  and will  also be  reimbursed  for  certain  out-of-pocket
expenses and indemnified against certain liabilities.

      12. MISCELLANEOUS. The Repurchase Offer is not being made to, nor will the
Fund accept tenders from,  holders of Shares in any state or other  jurisdiction
in which the Repurchase  Offer would not be in compliance with the securities or
Blue Sky laws of such jurisdiction.

      13. FEDERAL INCOME TAX CONSEQUENCES.  The following  discussion  describes
certain  U.S.  federal  income  tax  consequences  of  tendering  Shares  in the
Repurchase Offer.  Except where noted, it deals only with Shares held as capital
assets and does not deal with  special  situations,  such as those of dealers in
securities  or  commodities,  traders  in  securities  that  elect to mark their
holdings to market,  insurance  companies,  financial  institutions,  tax-exempt
entities, regulated investment companies, real estate investment trusts, persons
holding  Shares  as a  part  of  a  hedging,  conversion  or  constructive  sale
transaction or a straddle or U.S.  Stockholders whose functional currency is not
the U.S. dollar. Furthermore,  the discussion below is based upon the provisions
of the Internal Revenue Code of 1986, as amended (the "Code"),  and regulations,
rulings  and  judicial  decisions  thereunder  as of the date  hereof,  and such
authorities may be repealed, revoked or modified so as to result in U.S. federal
income tax  consequences  different  from those  discussed  below.  STOCKHOLDERS
SHOULD  CONSULT THEIR OWN TAX ADVISORS  CONCERNING  THE U.S.  FEDERAL INCOME TAX
CONSEQUENCES  OF  PARTICIPATING  IN THE  REPURCHASE  OFFER  IN  LIGHT  OF  THEIR
PARTICULAR  SITUATIONS AS WELL AS ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY
OTHER TAXING JURISDICTION.

      As used herein,  a U.S.  Stockholder  means a Stockholder that is for U.S.
federal  income tax  purposes  (i) a citizen  or  resident  of the U.S.,  (ii) a
corporation or partnership created or organized in or under the laws of the U.S.
or any  political  subdivision  thereof,  (iii) an estate the income of which is
subject to U.S. federal income taxation regardless of its source or (iv) a trust
if it (x) is subject to the  supervision  of a court  within the U.S. and one or
more U.S. persons have the authority to control all substantial decisions of the
trust or (y) has a valid  election  in effect  under  applicable  U.S.  Treasury
regulations  to be treated  as a U.S.  person.  A  "Non-U.S.  Stockholder"  is a
Stockholder that is not a U.S. Stockholder.

      An  exchange  of  Shares  for  cash  in  the  Repurchase   Offer  by  U.S.
Stockholders will be a taxable transaction for U.S. federal income tax purposes.
As a consequence of the exchange,  the U.S.  Stockholder will, depending on such
U.S. Stockholder's  particular  circumstances,  be treated either as recognizing
gain or loss from the  disposition  of the  Shares or as  receiving  a  dividend
distribution  from the Fund.  Under Section 302(b) of the Code, a sale of Shares
pursuant to the Repurchase Offer generally will be treated as a sale or exchange
if the receipt of cash by the Stockholder: (a) results in a complete termination
of the  Stockholder's  interest  in the Fund,  (b)  results  in a  substantially
disproportionate  redemption  with  respect  to the  Stockholder,  or (c) is not
essentially  equivalent  to a  dividend  with  respect  to the  Stockholder.  In
determining  whether any of these tests has been met,  Shares actually owned, as
well as Shares  considered to be owned by the  Stockholder  by reason of certain
constructive  ownership  rules set forth in Section  318 of the Code,  generally
must be taken into  account.  If any of these  three  tests for sale or exchange
treatment is met, a U.S.  Stockholder  will  recognize gain or loss equal to the
difference  between the price paid by the Fund for the Shares  purchased  in the
Repurchase Offer and the  Stockholder's  adjusted basis in such Shares.  If such
Shares are held as a capital  asset,  the gain or loss will be  capital  gain or
loss.  The  maximum  tax rate  applicable  to net capital  gains  recognized  by
individuals and other non-corporate taxpayers is (i) the same as the


                                        8
<PAGE>

applicable  ordinary income rate for capital assets held for one year or less or
(ii) 15% for capital assets held for more than one year.

      If the  requirements  of Section  302(b) of the Code are not met,  amounts
received by a U.S. Stockholder who sells Shares pursuant to the Repurchase Offer
will be taxable to the U.S. Stockholder as a dividend to the extent of such U.S.
Stockholder's  allocable share of the Fund's current or accumulated earnings and
profits.  To the extent that  amounts  received  exceed such U.S.  Stockholder's
allocable share of the Fund's current and accumulated earnings and profits for a
taxable year, the distribution will first be treated as a non-taxable  return of
capital,  causing a reduction in the adjusted  basis of such U.S.  Stockholder's
Shares, and any amounts in excess of the U.S.  Stockholder's adjusted basis will
constitute  taxable gain. Any remaining adjusted basis in the Shares tendered to
the  Fund  will be  transferred  to any  remaining  Shares  held  by  such  U.S.
Stockholder.

      If the payment for any purchase of Shares pursuant to the Repurchase Offer
is treated as a taxable  dividend to the selling  Stockholder  rather than as an
exchange,  the other  Stockholders,  including the  non-tendering  Stockholders,
could be deemed to have  received  taxable  stock  distributions  under  certain
circumstances.  Stockholders  are  urged  to  consult  their  own  tax  advisors
regarding the possibility of deemed distributions resulting from the purchase of
Shares pursuant to the Repurchase Offer.

      NON-U.S.  STOCKHOLDERS.  The Depositary will withhold U.S.  federal income
taxes equal to 30% of the gross  payments  payable to a Non-U.S.  Stockholder or
his or her  agent  unless  the  Depositary  determines  that a  reduced  rate of
withholding  is  available  pursuant to a tax treaty or that an  exemption  from
withholding is applicable because such gross proceeds are effectively  connected
with the  conduct of a trade or  business  within the U.S.  In order to obtain a
reduced rate of  withholding  pursuant to a tax treaty,  a Non-U.S.  Stockholder
must  deliver to the  Depositary  before the  payment a properly  completed  and
executed  Internal  Revenue Service  ("IRS") Form W-8BEN.  In order to obtain an
exemption from  withholding on the grounds that the gross proceeds paid pursuant
to the Repurchase Offer are effectively connected with the conduct of a trade or
business within the U.S., a Non-U.S.  Stockholder must deliver to the Depositary
before the  payment a properly  completed  and  executed  IRS Form  W-8ECI.  The
Depositary  will determine a shareowner's  status as a Non-U.S.  Stockholder and
eligibility for a reduced rate of, or exemption  from,  withholding by reference
to any  outstanding  certificates  or statements  concerning  eligibility  for a
reduced  rate of, or  exemption  from,  withholding  (e.g.,  IRS Forms W-8BEN or
W-8ECI)  unless  facts and  circumstances  indicate  that such  reliance  is not
warranted. A Non-U.S. Stockholder may be eligible to obtain a refund of all or a
portion of any tax withheld if such shareowner meets the "complete  redemption,"
"substantially  disproportionate" or "not essentially  equivalent to a dividend"
test described  above or is otherwise able to establish that no tax or a reduced
amount of tax is due.  Backup  withholding  generally  will not apply to amounts
subject  to  the  30%  or  a  treaty-reduced   rate  of  withholding.   Non-U.S.
Stockholders  are  urged  to  consult  their  own  tax  advisors  regarding  the
application  of federal  income tax  withholding,  including  eligibility  for a
withholding tax reduction or exemption, and the refund procedure.

      BACKUP  WITHHOLDING.  See  Section 5 with  respect to the  application  of
backup withholding on payments made to Stockholders.

      THE TAX  DISCUSSION  SET FORTH ABOVE IS INCLUDED  FOR GENERAL  INFORMATION
ONLY.  EACH  SHAREOWNER  IS URGED TO CONSULT  SUCH  OWNER'S  OWN TAX  ADVISOR TO
DETERMINE THE PARTICULAR TAX CONSEQUENCES TO HIM OR HER OF THE REPURCHASE OFFER,
INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS.

                                    * * * * *

      Questions,  requests for assistance and requests for additional  copies of
this Offer to Repurchase and related  materials  should be directed to Georgeson
Shareholder  Communications  Inc. toll free at 1-866-297-1264  or, for banks and
brokers, at 212-440-9800.

                              THE INDIA FUND, INC.


                                       9
<PAGE>

      The Letter of Transmittal and  certificates for your Shares should be sent
or delivered by you, your broker,  dealer,  commercial  bank or trust company to
the Depositary as set forth below.


                                   DEPOSITARY:


                                    PFPC INC.

<TABLE>
<CAPTION>

         BY FIRST CLASS MAIL:             BY REGISTERED, CERTIFIED, EXPRESS                  BY HAND:
                                             MAIL OR OVERNIGHT COURIER:

<S>                                       <C>                                   <C>
               PFPC Inc.                              PFPC Inc.                  Securities Transfer & Reporting
   c/o EquiServe Trust Company, N.A.      c/o EquiServe Trust Company, N.A.              Services, Inc.
        Attn: Corporate Actions                Attn: Corporate Actions          c/o EquiServe Trust Company, N.A.
            P.O. Box 43025                         66 Brooks Drive                     100 William Street
       Providence, RI 02940-3025                 Braintree, MA 02184                   New York, NY 10038
</TABLE>

      Any questions or requests for assistance or additional copies of the Offer
to Repurchase, the Letter of Transmittal,  the Notice of Guaranteed Delivery and
other documents may be directed to the Information Agent at its telephone number
and location listed below.  Stockholders may also contact their broker,  dealer,
commercial bank or trust company or other nominee for assistance  concerning the
Repurchase Offer.


               The Information Agent for the Repurchase Offer is:

                    GEORGESON SHAREHOLDER COMMUNICATIONS INC.
                       17 STATE STREET, NEW YORK, NY 10004
                                 1-866-297-1264


                                       10

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A
<SEQUENCE>4
<FILENAME>g11099_letteroftransmittal.txt
<DESCRIPTION>EXHIBIT 99.A(II)
<TEXT>
                              LETTER OF TRANSMITTAL


             TO ACCOMPANY CERTIFICATE(S) FOR SHARES OF COMMON STOCK
                   OR ORDER TENDER OF UNCERTIFICATED SHARES OF


                              THE INDIA FUND, INC.


                  TENDERED PURSUANT TO ITS OFFER TO REPURCHASE
                             DATED FEBRUARY 20, 2004

            THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
     NEW YORK CITY TIME, ON MARCH 12, 2004 ("REPURCHASE REQUEST DEADLINE").

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

                        THE DEPOSITARY FOR THE OFFER IS:

                                    PFPC INC.
<TABLE>
<CAPTION>
                              DEPOSITARY ADDRESSES:

                                              BY REGISTERED, CERTIFIED
                                                 OR EXPRESS MAIL OR
         BY FIRST CLASS MAIL:                    OVERNIGHT COURIER:                          BY HAND:

<S>                                       <C>                                    <C>
               PFPC Inc.                              PFPC Inc.                   Securities Transfer & Reporting
   c/o EquiServe Trust Company, N.A.      c/o EquiServe Trust Company, N.A.               Services, Inc.
        Attn: Corporate Actions                Attn: Corporate Actions           c/o EquiServe Trust Company, N.A.
            P.O. Box 43025                         66 Brooks Drive                 100 William Street, Galleria
       Providence, RI 02940-3025                 Braintree, MA 02184                    New York, NY 10038
</TABLE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   DESCRIPTION OF SHARES TENDERED
- ------------------------------------------------------------------------------------------------------------------------------------
    Name(s) and Addresses of Registered Holder(s):                                 Shares Tendered ***
(Please Fill in, if Blank, Exactly as Name(s) Appear(s)                    (Attach Additional Signed Schedule
                  on Certificate(s))                                                   if necessary)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                     <C>            <C>              <C>        <C>
                                                                                       Total
                                                                                     Number of
                                                                                      Shares          Number      Dividend
                                                                                     Evidenced          of      Reinvestment
                                                                      Certificate       by            Shares       Shares
                                                                      Number(s)*    Certificates**   Tendered     Tendered
                                                                     --------------------------------------------------------------

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

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

                                                                     --------------------------------------------------------------
                                                                      Total Shares
                                                                        Tendered
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
  * Need not be completed by Stockholders who tender Shares by book-entry transfer.
 ** Unless otherwise  indicated,  it will be assumed that all Shares  evidenced by any certificates  delivered to the Depositary are
    being tendered. See Instruction 5.
*** If the Shares  being  tendered  are Shares  held by the  Transfer  Agent  pursuant  to the Fund's  dividend  reinvestment  plan,
    Stockholders should so indicate on page 3.
- ------------------------------------------------------------------------------------------------------------------------------------
</FN>
</TABLE>

[ ]  I HAVE  LOST  MY CERTIFICATE(S) FOR SHARES OF STOCK OF THE FUND AND REQUIRE
     ASSISTANCE  WITH  RESPECT TO REPLACING SUCH CERTIFICATE(S). SEE INSTRUCTION
     3.
<PAGE>

      THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES FOR
SHARES  AND  ALL  OTHER  REQUIRED  DOCUMENTS,  INCLUDING  DELIVERY  THROUGH  THE
BOOK-ENTRY  TRANSFER  FACILITY,  IS AT THE  OPTION  AND  RISK  OF THE  TENDERING
STOCKHOLDER,  AND EXCEPT AS OTHERWISE  PROVIDED IN  INSTRUCTION  2, THE DELIVERY
WILL BE DEEMED MADE ONLY WHEN ACTUALLY  RECEIVED BY THE DEPOSITARY.  IF DELIVERY
IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,  PROPERLY INSURED, IS
RECOMMENDED.  THE  STOCKHOLDER  HAS THE  RESPONSIBILITY  TO CAUSE THE  LETTER OF
TRANSMITTAL, CERTIFICATES AND ANY OTHER DOCUMENTS TO BE TIMELY DELIVERED.

      This Letter of  Transmittal is to be used (a) if  certificates  for Shares
(as defined below) are to be forwarded herewith, or (b) if uncertificated Shares
held by the Fund's transfer agent pursuant to the Fund's  dividend  reinvestment
plan are to be tendered, or (c) if tenders are to be made by book-entry transfer
to any of the accounts  maintained  by the  Depositary at the  Depository  Trust
Company ("DTC" or the "Book-Entry  Transfer Facility") pursuant to the procedure
set forth in Section 5, "Procedure for Tendering Shares," of the Fund's Offer to
Repurchase. Stockholders whose certificates are not immediately available or who
cannot deliver certificates for Shares (other than uncertificated Shares held by
the Fund's transfer agent pursuant to the Fund's dividend  reinvestment plan) or
deliver  confirmation  of the  book-entry  transfer  of  their  Shares  into the
Depositary's account at the Book-Entry Transfer Facility and all other documents
required hereby to the Depositary prior to 5:00 p.m., New York City time, on the
Repurchase  Request  Deadline,  March 12, 2004,  may  nevertheless  tender their
Shares according to the guaranteed  delivery  procedures set forth in Section 5,
"Procedure  for  Tendering  Shares,"  of the  Fund's  Offer to  Repurchase.  See
Instruction 2 below.  DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY  TRANSFER FACILITY
DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

[ ] CHECK  HERE  IF TENDERED SHARES ARE BEING  DELIVERED BY BOOK-ENTRY  TRANSFER
    MADE  TO THE  ACCOUNT  MAINTAINED  BY THE  DEPOSITARY  WITH  THE  BOOK-ENTRY
    TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:________________________________________________

Account Number:_______________     Transaction Code Number:___________________

      If the tendered Shares are being tendered by a Nominee Holder on behalf of
its  customers,  please state the number of customer  accounts for whose benefit
the tender is made:

[ ]  CHECK  HERE IF  CERTIFICATES  FOR  TENDERED  SHARES  ARE  BEING   DELIVERED
     PURSUANT  TO  A  NOTICE  OF  GUARANTEED  DELIVERY PREVIOUSLY  SENT  TO  THE
     DEPOSITARY AND COMPLETE THE FOLLOWING:

      Name(s) of Registered Owner(s):___________________________________________

      Date of Execution of Notice of Guaranteed Delivery:_______________________

      Name of Institution that Guaranteed Delivery:_____________________________

      Account Number (if delivered by book-entry transfer):_____________________


                    NOTE: SIGNATURES MUST BE PROVIDED BELOW.


                PLEASE READ THE ACCOMPANYING DOCUMENTS CAREFULLY.


                                        2
<PAGE>

Ladies and Gentlemen:

      The  undersigned  hereby  tenders  to The India  Fund,  Inc.,  a  Maryland
corporation  (the "Fund"),  the shares of the Fund's  Common  Stock,  $0.001 par
value per share (the "Shares")  described  below,  upon the terms and conditions
set forth in the Offer to Repurchase  dated February 20, 2004,  receipt of which
is hereby  acknowledged,  and in this  Letter  of  Transmittal  (which  together
constitute the "Repurchase  Offer"),  at a purchase price equal to an amount per
Share,  net to the seller in cash (the "Purchase  Price"),  equal to 100% of the
net asset  value in U.S.  dollars  ("NAV")  per Share as of the close of regular
trading  on the New York  Stock  Exchange  on March 19,  2004  (the  "Repurchase
Pricing Date"), minus a repurchase fee (the "Repurchase Fee") equal to 2% of net
asset value per Share.

      Subject  to, and  effective  upon,  acceptance  of payment  for the Shares
tendered  herewith in accordance with the terms and subject to the conditions of
the Offer to Repurchase, the undersigned hereby sells, assigns and transfers to,
or upon the order of, the Fund all right,  title and  interest in and to all the
Shares that are being  tendered  hereby and that are being accepted for purchase
pursuant to the Offer to Repurchase  (and any and all dividends,  distributions,
other Shares or other securities or rights issued or issuable in respect of such
Shares on or after  the  Repurchase  Request  Deadline  of March  12,  2004) and
irrevocably  constitutes  and appoints the  Depositary the true and lawful agent
and  attorney-in-fact  of the  undersigned  with respect to such Shares (and any
such dividends,  distributions, other Shares or securities or rights), with full
power of substitution  (such power of attorney being deemed to be an irrevocable
power coupled with an interest) to (a) deliver certificates for such Shares (and
any such other dividends,  distributions,  other Shares or securities or rights)
or  transfer   ownership   of  such  Shares  (and  any  such  other   dividends,
distributions,  other Shares or securities or rights),  together, in either such
case, with all  accompanying  evidences of transfer and  authenticity to or upon
the order of the Fund,  upon  receipt by the  Depositary,  as the  undersigned's
agent,  of the  Purchase  Price,  (b)  present  such  Shares (and any such other
dividends,  distributions, other Shares or securities or rights) for transfer on
the books of the Fund,  and (c) receive all benefits and otherwise  exercise all
rights of  beneficial  ownership  of such Shares (and any such other  dividends,
distributions, other Shares or securities or rights), all in accordance with the
terms of the Offer to Repurchase.

      The undersigned  hereby  represents and warrants that: (a) the undersigned
has full power and authority to tender,  sell,  assign and transfer the tendered
Shares  (and  any  and all  dividends,  distributions,  other  Shares  or  other
securities  or rights  issued or  issuable in respect of such Shares on or after
the Repurchase  Request  Deadline of March 12, 2004); (b) when and to the extent
the Fund accepts the Shares for purchase, the Fund will acquire good, marketable
and  unencumbered  title  thereto,  free and clear of all  liens,  restrictions,
charges,  proxies,  encumbrances or other obligations  relating to their sale or
transfer,  and not subject to any adverse claim; (c) on request, the undersigned
will execute and deliver any  additional  documents  deemed by the Depositary or
the Fund to be  necessary or  desirable  to complete  the sale,  assignment  and
transfer of the tendered Shares (and any and all dividends, distributions, other
Shares or  securities  or rights issued or issuable in respect of such Shares on
or after  the  Repurchase  Request  Deadline  of March  12,  2004);  and (d) the
undersigned  has read and agreed to all of the terms of the Offer to  Repurchase
and this Letter of Transmittal.

      All  authority  conferred  or agreed  to be  conferred  in this  Letter of
Transmittal  shall be binding upon the successors,  assigns,  heirs,  executors,
administrators  and legal  representatives  of the  undersigned and shall not be
affected by, and shall  survive,  the death or  incapacity  of the  undersigned.
Shares tendered  pursuant to the Offer may be withdrawn at any time prior to the
Repurchase Request Deadline in accordance with Section 6,  "Stockholders'  Right
to Withdraw  Tendered  Shares,"  of the Fund's  Offer to  Repurchase.  After the
Repurchase  Request  Deadline,  tenders  made  pursuant  to the Fund's  Offer to
Repurchase will be irrevocable.

      THE UNDERSIGNED TENDER ALL  UNCERTIFICATED  SHARES THAT MAY BE HELD IN THE
NAME OF THE  REGISTERED  HOLDER(S) BY THE FUND'S  TRANSFER AGENT PURSUANT TO THE
FUND'S DIVIDEND REINVESTMENT PLAN.

                            _________ YES ________ NO

      Note:  If you do not check  either  of the  spaces  above,  uncertificated
Shares,  if any,  held in the name of the  registered  holder(s)  by the  Fund's
transfer agent  pursuant to the Fund's  dividend  reinvestment  plan will NOT be
tendered.


                                       3
<PAGE>

                                    ODD LOTS
                              (SEE INSTRUCTION 13)

      This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person  owning  beneficially  or of record an  aggregate of not more
than 99 Shares. The undersigned either (check only one box):

[ ] Is the  beneficial  or  record  owner of an  aggregate  of not more  than 99
Shares, all of which are being tendered; or

[ ] Is a broker,  dealer,  commercial  bank, trust company or other nominee that
(a) is tendering  for the  beneficial  owner(s)  thereof  Shares with respect to
which it is the record holder, and (b) believes, based upon representations made
to it by such beneficial owner(s), that each such person is the beneficial owner
of an aggregate of not more than 99 Shares and is tendering  all of such Shares;
and, in either case, hereby  represents that the above indicated  information is
true and correct as to the undersigned.

              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
                    NOTE: SIGNATURES MUST BE PROVIDED BELOW.

      The  undersigned  understands  that the valid tender of Shares pursuant to
any one of the  procedures  described  in Section 5,  "Procedure  for  Tendering
Shares," of the Fund's Offer to Repurchase and in the  Instructions  hereto will
constitute a binding  agreement  between the  undersigned  and the Fund upon the
terms and subject to the conditions of the Offer to Repurchase.

      The undersigned  recognizes that under certain  circumstances set forth in
the Offer to  Repurchase,  the Fund may not be required  to purchase  any of the
Shares  tendered  hereby,  or may  accept  for  purchase,  pro rata with  Shares
tendered by other Stockholders, fewer than all of the Shares tendered hereby.

      Unless otherwise  indicated  herein under "Special Payment  Instructions,"
please return any  certificates  for Shares not tendered or accepted for payment
(and  accompanying  documents,  as appropriate) in the name(s) of the registered
holder(s)  appearing under "Description of Shares Tendered."  Similarly,  unless
otherwise  indicated under "Special  Delivery  Instructions,"  please return any
certificates  for Shares not tendered or accepted for payment (and  accompanying
documents,  as  appropriate)  to the  address(es)  of the  registered  holder(s)
appearing under  "Description of Shares  Tendered." In the event that either the
Special Delivery Instructions or the Special Payment Instructions are completed,
please  return  such  certificates  to the person or persons so  indicated.  The
undersigned  recognizes that the Fund has no obligation  pursuant to the Special
Payment  Instructions  to transfer  any Shares  from the name of the  registered
holder  thereof  if the Fund does not accept  for  payment  any of the Shares so
tendered.   The  undersigned   further   recognizes  that  the  Special  Payment
Instructions and the Special Delivery  Instructions are not applicable to Shares
tendered by book-entry transfer nor to uncertificated  Shares held by the Fund's
transfer agent pursuant to the Fund's dividend  reinvestment  plan, which Shares
may be tendered hereby.

- --------------------------------------------------------------------------------
                          SPECIAL PAYMENT INSTRUCTIONS
                               (SEE INSTRUCTION 8)

      To be  completed  ONLY if  certificates  for  Shares not  tendered  or not
purchased  are to be issued in the name of and sent to  someone  other  than the
undersigned.

Issue Certificate to:

Name____________________________________________________________________________
                                 (PLEASE PRINT)

Address_________________________________________________________________________

________________________________________________________________________________
                             (CITY, STATE, ZIP CODE)

                       Complete Payer Substitute Form W-9

________________________________________________________________________________
               (TAXPAYER IDENTIFICATION (SOCIAL SECURITY) NUMBER)

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



- --------------------------------------------------------------------------------
                          SPECIAL DELIVERY INSTRUCTIONS
                               (SEE INSTRUCTION 8)

      To be  completed  ONLY if  certificates  for  Shares not  tendered  or not
purchased are to be issued in the name of the  undersigned,  but sent to someone
other than the  undersigned or to the  undersigned at an address other than that
shown above.

Mail Certificate to:

Name____________________________________________________________________________
                                 (PLEASE PRINT)

Address_________________________________________________________________________

________________________________________________________________________________
                             (CITY, STATE, ZIP CODE)



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

                                        4
<PAGE>

- --------------------------------------------------------------------------------
                                    SIGN HERE
          (IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 HEREIN)

________________________________________________________________________________


________________________________________________________________________________
                        (SIGNATURE(S) OF STOCKHOLDER(S))

                          Dated:________________ , 2004

(Must be signed by the  registered  holder(s)  exactly as name(s)  appear(s)  on
certificate(s)  for the Shares or on a security position listing or by person(s)
authorized  to become  registered  holder(s)  by  certificate(s)  and  documents
transmitted   herewith.   If   signature  is  by   attorney-in-fact,   executor,
administrator,  trustee,  guardian,  agent,  officer of a corporation or another
person  acting in a fiduciary or  representative  capacity,  please  provide the
following information. See Instruction 5.)

(Must be signed by the  registered  holder(s)  exactly as name(s)  appear(s)  on
certificate(s)  for the Shares or on a security position listing or by person(s)
authorized  to become  registered  holder(s)  by  certificate(s)  and  documents
transmitted   herewith.   If   signature  is  by   attorney-in-fact,   executor,
administrator,  trustee,  guardian,  agent,  officer of a corporation or another
person  acting in a fiduciary or  representative  capacity,  please  provide the
following information. See Instruction 6.)



Name(s)_________________________________________________________________________


________________________________________________________________________________
                                 (PLEASE PRINT)

Capacity (Full Title)___________________________________________________________

Address_________________________________________________________________________

________________________________________________________________________________
      CITY                               STATE                ZIP CODE

Area Code and Telephone Number__________________________________________________


Employer Identification or
Social Security Number__________________________________________________________



                            GUARANTEE OF SIGNATURE(S)
                           (SEE INSTRUCTIONS 1 AND 6)

Authorized Signature(s)_________________________________________________________

Name____________________________________________________________________________
                                 (PLEASE PRINT)

Name of Firm____________________________________________________________________

Address_________________________________________________________________________
      CITY                               STATE                ZIP CODE

Dated: _____________________, 2004

- --------------------------------------------------------------------------------
                                       5
<PAGE>

                                  INSTRUCTIONS
        FORMING PART OF THE TERMS AND CONDITIONS OF THE REPURCHASE OFFER

      1.  GUARANTEE  OF  SIGNATURES.  No  signature  guarantee on this Letter of
Transmittal  is  required  (i) if this  Letter of  Transmittal  is signed by the
registered  holder of the Shares  (which term,  for  purposes of this  document,
shall include any  participant  in the Book-Entry  Transfer  Facility whose name
appears  on a  security  position  listing  as the  owner  of  Shares)  tendered
herewith,  unless such holder has  completed  either the box  entitled  "Special
Delivery  Instructions"  or the  box  entitled  "Special  Payment  Instructions"
herein,  or (ii) if such Shares are tendered for the account of a member firm of
a registered national securities  exchange, a member of the National Association
of Securities Dealers,  Inc. ("NASD"),  a commercial bank, credit union, savings
association  or trust company  having an office,  branch or agency in the United
States,  or other entity which is a member in good standing of a stock  transfer
association's  approved medallion program (each being hereinafter referred to as
an "Eligible Institution"). In all other cases, all signatures on this Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instruction 6.

      2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES.  This Letter of Transmittal  is to be used only (a) if  certificates
are to be forwarded  herewith,  (b) if  uncertificated  Shares held by the Funds
transfer  agent  pursuant  to the Fund's  dividend  reinvestment  plan are to be
tendered,  or (c) if  tenders  are to be made  pursuant  to the  procedures  for
delivery by book-entry transfer set forth in Section 5, "Procedure for Tendering
Shares," of the Fund's  Offer to  Repurchase.  Certificates  for all  physically
tendered  Shares,  or confirmation of a book-entry  transfer in the Depositary's
account at the  Book-Entry  Transfer  Facility of Shares  tendered by book-entry
transfer,  together,  in each case, with a properly  completed and duly executed
Letter  of  Transmittal  or  facsimile  thereof  with  any  required   signature
guarantees, any other documents required by this Letter of Transmittal should be
mailed or  delivered  to the  Depositary  at the  appropriate  address set forth
herein and must be received by the Depositary  prior to 5:00 p.m., New York City
time, on the Repurchase  Request Deadline,  March 12, 2004.  Stockholders  whose
certificates are not immediately  available or who cannot deliver Shares and all
other  required  documents to the  Depositary  prior to 5:00 p.m., New York City
time, on the Repurchase Request Deadline, or whose Shares cannot be delivered on
a timely basis pursuant to the  procedures for book-entry  transfer prior to the
Termination Date, may tender their Shares by or through any Eligible Institution
by properly  completing and duly executing and delivering a Notice of Guaranteed
Delivery (or facsimile thereof),  which must be received by the Depositary prior
to  the  Repurchase  Request  Deadline,  and by  otherwise  complying  with  the
guaranteed  delivery procedures set forth in Section 5, "Procedure for Tendering
Shares," of the Fund's Offer to  Repurchase.  Pursuant to such  procedures,  the
certificates for all physically  tendered Shares,  or confirmation of book-entry
transfer,  as the case may be, as well as a properly completed and duly executed
Letter  of  Transmittal,   all  other  documents  required  by  this  Letter  of
Transmittal must be received by the Depositary  within three business days after
receipt by the Depositary of such Notice of Guaranteed Delivery, all as provided
in Section 5, "Procedure for Tendering Shares," of the Fund's Offer to Purchase.

      THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES FOR
SHARES  AND  ALL  OTHER  REQUIRED  DOCUMENTS,  INCLUDING  DELIVERY  THROUGH  THE
BOOK-ENTRY  TRANSFER  FACILITY,  IS AT THE  OPTION  AND  RISK  OF THE  TENDERING
STOCKHOLDER AND EXCEPT AS OTHERWISE  PROVIDED IN THIS INSTRUCTION,  THE DELIVERY
WILL BE DEEMED MADE ONLY WHEN ACTUALLY  RECEIVED BY THE DEPOSITARY.  IF DELIVERY
IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,  PROPERLY INSURED, IS
RECOMMENDED.  THE  STOCKHOLDER  HAS THE  RESPONSIBILITY  TO CAUSE THE  LETTER OF
TRANSMITTAL, CERTIFICATES AND ANY OTHER DOCUMENTS TO BE TIMELY DELIVERED.

      No alternative, conditional or contingent tenders will be accepted, except
as  may  be  permitted  in  the  Fund's  Offer  to  Repurchase.   All  tendering
Stockholders, by execution of this Letter of Transmittal (or facsimile thereof),
waive any right to receive any notice of the acceptance for payment of Shares.

      3. LOST  CERTIFICATES.  In the  event  that any  Stockholder  is unable to
deliver to the Depositary the Fund  Certificate(s)  representing his, her or its
Shares due to the loss or destruction of such  Certificate(s),  such fact should
be  included  on the face of this  Letter  of  Transmittal.  In such  case,  the
Stockholder should also contact the Depositary, at their number 800-331-1710, to
report the lost securities. The Depositary will forward additional documentation
which such stockholder must complete in order to effectively surrender such lost
or destroyed Certificate(s) (including affidavits of loss and indemnity bonds in
lieu thereof).  There may be a fee in respect of lost or destroyed Certificates,
but surrenders hereunder regarding such lost certificates will be processed only
after such documentation has been submitted to and approved by the Depositary.


                                        6
<PAGE>

      4. INADEQUATE SPACE. If the space provided is inadequate,  the certificate
numbers and/or number of Shares should be listed on a separate,  signed schedule
attached hereto.

      5. PARTIAL TENDERS AND UNPURCHASED SHARES. (Not applicable to Stockholders
who tender by book-entry  transfer.)  If fewer than all the Shares  evidenced by
any certificate submitted are to be tendered, fill in the number of Shares which
are to be tendered in the column entitled  "Number of Shares  Tendered." In such
case, a new  certificate  for the  remainder of the Shares  evidenced by the old
certificate(s)  will  be  issued  and  sent  to the  registered  holder,  unless
otherwise  specified in the "Special Payment  Instructions" or "Special Delivery
Instructions" boxes in this Letter of Transmittal,  as soon as practicable after
the  Repurchase  Request  Deadline  of  the  Offer  to  Repurchase.  All  Shares
represented by certificates listed and delivered to the Depositary are deemed to
have been tendered unless otherwise indicated.

      6. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.

            (a) If this  Letter  of  Transmittal  is  signed  by the  registered
      holder(s) of the Shares tendered hereby,  the signature(s) must correspond
      exactly with the name(s) on the face of the certificates.

            (b) If any of the tendered  Shares are held of record by two or more
      joint holders, ALL such holders must sign this Letter of Transmittal.

            (c) If any tendered  Shares are  registered  in  different  names on
      several certificates, it will be necessary to complete, sign and submit as
      many  Letters  of  Transmittal  as there are  different  registrations  of
      certificates.

            (d) If this  Letter  of  Transmittal  is  signed  by the  registered
      holder(s) of the Shares listed and transmitted  hereby, no endorsements of
      certificates or separate stock powers are required unless payment is to be
      made, or the  certificates  for Shares not tendered or purchased are to be
      issued, to a person other than the registered holder(s), in which case the
      endorsements  or signatures on the stock powers,  as the case may be, must
      be signed exactly as the name(s) of the registered  holder(s) appear(s) on
      the certificates.  Signatures on such certificates or stock powers must be
      guaranteed by an Eligible Institution. See also Instruction 1.

            (e) If this  Letter  of  Transmittal  or any  certificates  or stock
      powers  are  signed by  trustees,  executors,  administrators,  guardians,
      agents, attorneys-in-fact,  officers of corporations or others acting in a
      fiduciary or representative capacity, such persons should so indicate when
      signing and must submit proper evidence  satisfactory to the Fund of their
      authority to so act.

            (f) If this Letter of  Transmittal  is signed by a  person(s)  other
      than the registered  holder(s) of the certificates  listed and transmitted
      hereby,  the  certificates  must be endorsed or accompanied by appropriate
      stock  powers,  in either case signed  exactly as the name or names of the
      registered  holder(s)  appear  on the  certificates.  Signatures  on  such
      certificates   of  stock  powers  must  be   guaranteed   by  an  Eligible
      Institution. See also Instruction 1.

      7. STOCK  TRANSFER  TAXES.  Except as set forth in this  Instruction 7, no
stock  transfer  tax stamps or funds to cover such  stamps need  accompany  this
Letter of  Transmittal,  and the Fund will pay all stock transfer taxes, if any,
with respect to the transfer and sale of Shares to it pursuant to the Offer. If,
however,  payment  of  the  repurchase  price  is to be  made  to,  or  (in  the
circumstances  permitted  by the  Fund's  Offer to  Repurchase)  if  Shares  not
tendered or not  purchased  are to be registered in the name of any person other
than the registered  holder,  or if tendered  certificates are registered in the
name of any person other than the person(s)  signing this Letter of Transmittal,
the amount of any stock transfer taxes (whether imposed on the registered holder
or such other person)  payable on account of the transfer to such person will be
deducted from the Purchase Price unless satisfactory  evidence of the payment of
such taxes, or exemption therefrom, is submitted.

      8. SPECIAL PAYMENT AND DELIVERY  INSTRUCTIONS.  If certificates for Shares
not  tendered or not  purchased  are to be issued in the name of a person  other
than the person signing this Letter of Transmittal or if such  certificates  are
to be sent to someone other than the person  signing this Letter of  Transmittal
or to the person  signing this Letter of  Transmittal  at an address  other than
that shown above,  the boxes captioned  "Special  Payment  Instructions"  and/or
"Special  Delivery  Instructions"  on  this  Letter  of  Transmittal  should  be
completed.  Signatures must be guaranteed by an Eligible  Institution.  See also
Instruction 1.


                                        7
<PAGE>

      9.  IRREGULARITIES.  All questions as to the validity,  form,  eligibility
(including  time of receipt) and  acceptance for payment of any tender of Shares
will be  determined  by the Fund, in its sole  discretion,  which  determination
shall be final and binding.  The Fund reserves the absolute  right to reject any
or all tenders of any particular Shares (i) determined by it not to be in proper
form or (ii) the  acceptance  of or payment for which may, in the opinion of the
Fund's counsel, be unlawful.  The Fund also reserves the absolute right to waive
any of the  conditions  of the  Repurchase  Offer,  in whole or in part,  or any
defect or  irregularity in tender of any particular  Shares or Stockholder,  and
the Fund's  interpretations  of the terms and conditions of the Repurchase Offer
(including these  instructions)  shall be final and binding. No tender of Shares
will be deemed to be properly  made until all defects  and  irregularities  have
been cured or waived.  Neither the Fund, the Depositary,  the Information  Agent
nor  any  other  person  shall  be  obligated  to  give  notice  of  defects  or
irregularities in tenders, nor shall any of them incur any liability for failure
to give any such notice.  Unless waived,  any defects or irregularities  must be
cured within such time as the Fund shall determine.

      10. REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Requests for assistance
should be directed to, and additional  copies of the Fund's Offer to Repurchase,
the Notice of Guaranteed Delivery and this Letter of Transmittal may be obtained
from, the  Information  Agent at the address set forth at the end of this Letter
of Transmittal or from your broker,  dealer,  commercial bank, trust company, or
other  nominee.  The  Information  Agent will also  provide  Stockholders,  upon
request,  with a Certificate  of Foreign  Status of Beneficial  Owner for United
States Tax Withholding  (W-8BEN) or a Certificate of Foreign  Person's Claim for
Exemption From Withholding on Income Effectively Connected With the Conduct of a
Trade or Business in the United States (W-8ECI).

      11. BACKUP  WITHHOLDING.  Each  Stockholder that desires to participate in
the  Offer  to  Repurchase  must,  unless  an  exemption  applies,  provide  the
Depositary  with  the  Stockholder's  taxpayer   identification  number  on  the
Substitute Form W-9 set forth in this Letter of  Transmittal,  with the required
certifications  being made under penalties of perjury.  If the Stockholder is an
individual,  the taxpayer  identification  number is his or her social  security
number.   If  the   Depositary  is  not  provided  with  the  correct   taxpayer
identification  number,  the Stockholder may be subject to a $50 penalty imposed
by the  Internal  Revenue  Service  in  addition  to  being  subject  to  backup
withholding.

      Stockholders   are   required  to  give  the   Depositary   the   taxpayer
identification  number  of the  record  owner of the  Shares by  completing  the
Substitute Form W-9 included with this Letter of Transmittal.  If the Shares are
registered  in more  than one name or are not in the name of the  actual  owner,
consult the "Guidelines for Certification of Taxpayer  Identification  Number on
Substitute Form W-9," which immediately follow the Substitute Form W-9.

      If backup withholding  applies, the Depositary is required to withhold 28%
of any payment made to the Stockholder with respect to Shares purchased pursuant
to the Repurchase  Offer.  Backup  withholding is not an additional tax. Rather,
the U.S.  federal income tax liability of persons subject to backup  withholding
may result in an  overpayment of taxes for which a refund may be obtained by the
Stockholder from the Internal Revenue Service.

      Certain  Stockholders  (including,  among others,  most  corporations  and
certain foreign  persons) are exempt from backup  withholding  requirements.  To
qualify as an exempt  recipient on the basis of foreign  status,  a  Stockholder
must generally  submit a properly  completed Form W-8BEN or Form W-8ECI,  signed
under  penalties  of  perjury,  attesting  to that  person's  exempt  status.  A
Stockholder  would use a Form W-8BEN to certify that it (1) is neither a citizen
nor a resident of the United States,  (2) has not been and  reasonably  does not
expect to be present in the United States for a period  aggregating  183 days or
more during the calendar year, and (3) reasonably expects not to be engaged in a
trade or business  within the United States to which the gain on the sale of the
Shares would be  effectively  connected;  and would use a Form W-8ECI to certify
that (1) it is neither a citizen nor resident of the U.S.,  and (2) the proceeds
of the  sale of the  Shares  are  effectively  connected  with a U.S.  trade  or
business.  A foreign Stockholder (a "Non-U.S.  Stockholder") may also use a Form
W-8BEN to certify that it is eligible for  benefits  under a tax treaty  between
the United States and such foreign person's country of residence.

      A  STOCKHOLDER  SHOULD  CONSULT  HIS OR HER TAX  ADVISOR  AS TO HIS OR HER
QUALIFICATION  FOR EXEMPTION FROM THE BACKUP  WITHHOLDING  REQUIREMENTS  AND THE
PROCEDURE FOR OBTAINING AN EXEMPTION.


                                        8
<PAGE>

      12. WITHHOLDING FOR NON-U.S. STOCKHOLDERS.  Even if a Non-U.S. Stockholder
has  provided  the  required  certification  to avoid  backup  withholding,  the
Depositary  will  withhold U.S.  federal  income taxes equal to 30% of the gross
payments  payable  to a  Non-U.S.  Stockholder  or his or her agent  unless  the
Depositary  determines that a reduced rate of withholding is available  pursuant
to a tax treaty or that an exemption from withholding is applicable because such
gross proceeds are effectively connected with the conduct of a trade or business
within the U.S. In order to obtain a reduced rate of  withholding  pursuant to a
tax treaty,  a Non-U.S.  Stockholder  must deliver to the Depositary  before the
payment a properly completed and executed IRS Form W-8BEN. In order to obtain an
exemption from  withholding on the grounds that the gross proceeds paid pursuant
to the Repurchase Offer are effectively connected with the conduct of a trade or
business within the U.S., a Non-U.S.  Stockholder must deliver to the Depositary
before the  payment a properly  completed  and  executed  IRS Form  W-8ECI.  The
Depositary  will determine a shareowner's  status as a Non-U.S.  Stockholder and
eligibility for a reduced rate of, or exemption  from,  withholding by reference
to any  outstanding  certificates  or statements  concerning  eligibility  for a
reduced  rate of, or  exemption  from,  withholding  (e.g.,  IRS Forms W-8BEN or
W-8ECI)  unless  facts and  circumstances  indicate  that such  reliance  is not
warranted. A Non-U.S. Stockholder may be eligible to obtain a refund of all or a
portion of any tax withheld if such shareowner satisfies certain requirements or
is otherwise  able to establish  that no tax or a reduced  amount of tax is due.
Backup  withholding  generally will not apply to amounts subject to the 30% or a
treaty-reduced rate of withholding.  Non-U.S.  Stockholders are urged to consult
their  own  tax  advisors  regarding  the  application  of  federal  income  tax
withholding, including eligibility for a withholding tax reduction or exemption,
and the refund procedure.

      13. ODD LOTS.  As described in Section 1 of the Offer to  Repurchase,  the
Fund will purchase Shares validly  tendered and not properly  withdrawn prior to
the Repurchase  Request  Deadline,  March 12, 2004, by any  Stockholder who owns
beneficially  or of record an  aggregate of not more than 99 Shares (an "Odd Lot
Holder").  This preference will not be available  unless the item captioned "Odd
Lots" is completed.


                                        9
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
                                 PAYER'S NAME: PFPC INC.
- -------------------------------------------------------------------------------------------------------------
<S>                           <C>                                              <C>
SUBSTITUTE                    PART 1 -- PLEASE PROVIDE YOUR
FORM W-9                      NAME AND TIN IN THE BOX AT RIGHT
                              AND CERTIFY BY SIGNING AND                       ______________________________
DEPARTMENT OF THE TREASURY    DATING BELOW.                                                  Name
INTERNAL REVENUE SERVICE      _____________________________________________
                              PART 2 -- CERTIFICATION. Under
PAYER'S REQUEST FOR           penalty of perjury, I certify that:              ______________________________
TAXPAYER IDENTIFICATION       (1) The number shown on this form is my                Social Security Number
NUMBER (TIN)                      correct Taxpayer Identification Number
                                  (or I am waiting for a number to be                         OR
                                  issued to me), and
                              (2) I am not subject to backup withholding
                                  because (a) I am exempt from backup          ______________________________
                                  withholding, or (b) I have not been          Employer Identification Number
                                  notified by the Internal Revenue
                                  Service (the "IRS") that I am subject to     ______________________________
                                  backup withholding as a result of a          PART 3 --
                                  failure to report all interest or
                                  dividends, or (c) the IRS has notified               [ ] Awaiting TIN
                                  me that I am no longer subject to backup
                                  withholding, and
                              (3) I am a U.S. person (including a U.S.
                                  resident alien).
                              _______________________________________________________________________________
                              CERTIFICATE INSTRUCTIONS -- You must cross out item (2) above if you have been
                              notified by the IRS that you are currently subject to backup withholding because
                              of under-reporting interest or dividends on your tax return. However, if after
                              being notified by the IRS that you were subject to backup withholding you
                              received another notification from the IRS that you are no longer subject to
                              backup withholding, do not cross out such item (2).
                              _______________________________________________________________________________
                              The Internal Revenue Service does not require your consent to any provision of
                              this document other than the certifications required to avoid backup
                              withholding.

                              SIGNATURE______________________________________________________________________

SIGN HERE                     DATE___________________________________________________________________________

- -------------------------------------------------------------------------------------------------------------
</TABLE>



NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
 OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER TO REPURCHASE. PLEASE
  REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
             NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.


           YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
                  THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.



- --------------------------------------------------------------------------------
             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer  identification  number has
not been issued to me, and either (1) I have mailed or delivered an  application
to receive a taxpayer  identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office, or (2) I intend to mail
or deliver an  application  in the near future.  I  understand  that if I do not
provide a  taxpayer  identification  number by the time of  payment,  28% of all
reportable payments made to me will be withheld.

Signature ___________________________________ Date ____________________ , 20____

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


                                       10
<PAGE>




             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

      Guidelines for Determining the Proper  Identification Number for the Payee
(You) to Give the Payer.--Social  security numbers have nine digits separated by
two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits
separated  by only one  hyphen:  i.e.,  00-0000000.  The table  below  will help
determine  the number to give the payer.  All  "Section"  references  are to the
Internal  Revenue  Code of  1986,  as  amended.  "IRS" is the  Internal  Revenue
Service.




- --------------------------------------------------------------------------------
For this type of account:                  Give the social security number of--
- --------------------------------------------------------------------------------
 1. Individual                             The Individual
 2. Two or more individuals                The actual owner of the account
    (joint account)                        or, if combined funds, the first
                                           individual on the account 1
 3. Custodian account of a minor           The minor 2
    (Uniform Gift to Minors Act)
 4. a. The usual revocable savings         The grantor-trustee 1
       trust account (grantor is also
       trustee)
    b. So-called trust account that        The actual owner 1
       is not a legal or valid trust
       under state law
 5. Sole proprietorship                    The owner 3
- --------------------------------------------------------------------------------
For this type of account:                  Give the employer identification
                                           number of--
- --------------------------------------------------------------------------------
 6. Sole proprietorship                    The owner 3
 7. A valid trust, estate, or pension      The legal entity 4
    trust
 8. Corporate                              The corporation
 9. Association, club, religious,          The organization
    charitable, educational, or
    other tax-exempt organization
10. Partnership                            The partnership
11. A broker or registered nominee         The broker or nominee
12. Account with the Department            The public entity
    of Agriculture in the name of
    a public entity (such as a state
    or local government, school
    district, or prison) that receives
    agricultural program payments
- --------------------------------------------------------------------------------
1.   List first and circle the name of the person whose  number you furnish.  If
     only one  person on a joint  account  has a social  security  number,  that
     person's number must be furnished.

2.   Circle the minor's name and furnish the minor's social security number.

3.   You must show your individual name, but you may also enter your business or
     "doing business as" name. You may use either your social security number of
     your employer identification number (if you have one).

4.   List  first and  circle  the name of the legal  trust,  estate,  or pension
     trust. (Do not furnish the taxpayer  identification  number of the personal
     representative  or trustee unless the legal entity itself is not designated
     in the account title.)

NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE
CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.

- --------------------------------------------------------------------------------
OBTAINING A NUMBER

If you don't  have a  taxpayer  identification  number  or you  don't  know your
number,  obtain Form SS-5,  Application for a Social Security Card, at the local
Social   Administration   office,   or  Form  SS-4,   Application  for  Employer
Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

PAYEES SPECIFICALLY EXEMPTED FROM WITHHOLDING INCLUDE:

o    An  organization  exempt  from tax  under  Section  501(a),  an  individual
     retirement  account (IRA), or a custodial account under Section  403(b)(7),
     if the account satisfies the requirements of Section 401(f)(2).
o    The  United  States  or a  state  thereof,  the  District  of  Columbia,  a
     possession  of  the  United   States,   or  a  political   subdivision   or
     instrumentality of any one or more of the foregoing.
o    An international organization or any agency or instrumentality thereof.
o    A   foreign   government   and  any   political   subdivision,   agency  or
     instrumentality thereof.



PAYEES THAT MAY BE EXEMPT FROM BACKUP WITHHOLDING INCLUDE:

o    A corporation.
o    A financial institution.
o    A dealer in  securities or  commodities  required to register in the United
     States, the District of Columbia, or a possession of the United States.
o    A real estate investment trust.
o    A common trust fund operated by a bank under Section 584(a).
o    An entity  registered at all times during the tax year under the Investment
     Company Act of 1940.
o    A middleman known in the investment community as a nominee or custodian.
o    A futures commission merchant registered with the Commodity Futures Trading
     Commission.
o    A foreign central bank of issue.
o    A trust exempt from tax under Section 664 or described in Section 4947.

PAYMENTS OF  DIVIDENDS  AND  PATRONAGE  DIVIDENDS  GENERALLY  EXEMPT FROM BACKUP
WITHHOLDING INCLUDE:

o    Payments to nonresident aliens subject to withholding under Section 1441.
o    Payments to  partnerships  not engaged in a trade or business in the United
     States and that have at least one nonresident alien partner.
o    Payments of patronage dividends not paid in money.
o    Payments made by certain foreign organizations.
o    Section 404(k) payments made by an ESOP

PAYMENTS OF INTEREST GENERALLY EXEMPT FROM BACKUP WITHHOLDING INCLUDE:

o    Payments of interest on obligations issued by individuals. Note: You may be
     subject to backup withholding if this interest is $600 or more and you have
     not provided your correct taxpayer identification number to the payer.
o    Payments of tax-exempt interest (including  exempt-interest dividends under
     Section 852).
o    Payments described in Section 6049(b)(5) to nonresident aliens.
o    Payments on tax-free covenant bonds under Section 1451.
o    Payments made by certain foreign organizations.
o    Mortgage interest paid to you.

Certain  payments,  other than  payments of interest,  dividends,  and patronage
dividends,  that are exempt  from  information  reporting  are also  exempt from
backup withholding. For details, see the regulations under sections 6041, 6041A,
6042, 6044, 6045, 6049, 6050A and 6050N.

Exempt  payees  described  above must file Form W-9 or a substitute  Form W-9 to
avoid  possible  erroneous  backup  withholding.  FILE THIS FORM WITH THE PAYER,
FURNISH YOUR TAXPAYER  IDENTIFICATION  NUMBER,  WRITE "EXEMPT" IN PART II OF THE
FORM, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYER.

Privacy Act Notice -- Section 6109 requires you to provide your correct taxpayer
identification  number to payers,  who must report the  payments to the IRS. The
IRS uses the  number  for  identification  purposes  and may also  provide  this
information  to various  government  agencies for tax  enforcement or litigation
purposes.  Payers  must be given  the  numbers  whether  or not  recipients  are
required to file tax  returns.  Payers must  generally  withhold  28% of taxable
interest,  dividends, and certain other payments to a payee who does not furnish
a taxpayer identification number to payer. Certain penalties may also apply.

PENALTIES

(1) FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you fail to furnish
your taxpayer  identification number to a payer, you are subject to a penalty of
$50 for each such failure unless your failure is due to reasonable cause and not
to willful neglect.

(2) CIVIL PENALTY FOR FALSE  INFORMATION WITH RESPECT TO WITHHOLDING.  -- If you
make a false  statement  with no  reasonable  basis  that  results  in no backup
withholding, you are subject to a $500 penalty.

(3)  CRIMINAL  PENALTY  FOR  FALSIFYING  INFORMATION.  --  Willfully  falsifying
certifications or affirmations may subject you to criminal  penalties  including
fines and/or imprisonment.

                   FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
                   CONSULTANT OR THE INTERNAL REVENUE SERVICE


                                       11
<PAGE>

      IMPORTANT:  This  Letter of  Transmittal  or a manually  signed  facsimile
thereof (together with certificates for Shares and all other required documents)
or the Notice of Guaranteed Delivery must be received by the Depositary prior to
5:00 p.m., New York City time, on March 12, 2004, at the appropriate address set
forth below:


                   The Depositary for the Repurchase Offer is:


                                    PFPC INC.

<TABLE>
<CAPTION>
                              DEPOSITARY ADDRESSES:


         BY FIRST CLASS MAIL:            BY REGISTERED, CERTIFIED OR EXPRESS                 BY HAND:
                                             MAIL OR OVERNIGHT COURIER:

<S>                                       <C>                                    <C>

               PFPC Inc.                              PFPC Inc.                   Securities Transfer & Reporting
   c/o EquiServe Trust Company, N.A.      c/o EquiServe Trust Company, N.A.               Services, Inc.
        Attn: Corporate Actions                Attn: Corporate Actions           c/o EquiServe Trust Company, N.A.
            P.O. Box 43025                         66 Brooks Drive                      100 William Street
       Providence, RI 02940-3025                 Braintree, MA 02184                    New York, NY 10038
</TABLE>

      Any  questions or requests for  assistance  or  additional  copies of this
Letter of Transmittal,  the Fund's Offer to Repurchase, the Notice of Guaranteed
Delivery and other  accompanying  materials  may be directed to the  Information
Agent at its telephone  number and location listed below.  Stockholders may also
contact  their  broker,  commercial  bank or trust  company or other nominee for
assistance concerning the Repurchase Offer.

               THE INFORMATION AGENT FOR THE REPURCHASE OFFER IS:

                    GEORGESON SHAREHOLDER COMMUNICATIONS INC.
                                 17 State Street
                            New York, New York 10004

                             Toll Free: 866-297-1264

                                       or

                      Banks and Brokers, Call: 212-440-9800


                                       12

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A
<SEQUENCE>5
<FILENAME>g11099_guaranteeddelivery.txt
<DESCRIPTION>EXHIBIT 99.A(III)
<TEXT>
                          NOTICE OF GUARANTEED DELIVERY
                                       FOR
                       TENDER OF SHARES OF COMMON STOCK OF
                              THE INDIA FUND, INC.

     This form, or one substantially  equivalent hereto,  must be used to accept
the Repurchase Offer (as defined below) if stockholders' certificates for shares
of common  stock,  par value $0.001 per share (the  "Shares") of The India Fund,
Inc. (the  "Fund"),  are not  immediately  available or time will not permit the
Letter of  Transmittal  and other  required  documents  to be  delivered  to the
Depositary  on or before  5:00  p.m.,  New York City time,  March 12,  2004 (the
"Repurchase  Request  Deadline").  The Fund  has  established  a record  date of
February 6, 2004, for identifying  stockholders  eligible to receive  Repurchase
Offer materials.  Such form may be delivered by hand or transmitted by telegram,
facsimile  transmission or mail to the  Depositary,  and must be received by the
Depositary  on or  before  the  Repurchase  Request  Deadline.  See  Section  5,
"Procedure for Tendering Shares," of the Offer to Purchase.


                                 THE DEPOSITARY:

                                    PFPC INC.

                             Facsimile Copy Number:
                                  781-380-3388


                              Confirm by Telephone:
                                  781-843-1833


                          For Account Information Call:

                    Georgeson Shareholder Communications Inc.

                             Toll Free: 866-297-1264


               By First Class Mail, By Overnight Courier, By Hand:

<TABLE>
<CAPTION>

         BY FIRST CLASS MAIL:                 BY REGISTERED, CERTIFIED                       BY HAND:
                                                 OR EXPRESS MAIL OR
                                                 OVERNIGHT COURIER:

<S>                                       <C>                                    <C>

               PFPC Inc.                              PFPC Inc.                   Securities Transfer & Reporting
   c/o EquiServe Trust Company, N.A.      c/o EquiServe Trust Company, N.A.               Services, Inc.
        Attn: Corporate Actions                Attn: Corporate Actions           c/o EquiServe Trust Company, N.A.
            P.O. Box 43025                         66 Brooks Drive                      100 William Street
       Providence, RI 02940-3025                 Braintree, MA 02184                    New York, NY 10038
</TABLE>

- --------------------------------------------------------------------------------
     DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
     OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN ONE LISTED ABOVE DOES
                         NOT CONSTITUTE A VALID DELIVERY
- --------------------------------------------------------------------------------

Ladies and Gentlemen:

      The undersigned hereby tenders to The India Fund, Inc. (the "Fund"),  upon
the terms and subject to the  conditions  set forth in its Offer to  Repurchase,
dated February 20, 2004 and the related Letter of  Transmittal  (which  together
constitute the "Repurchase Offer"), receipt of which is hereby acknowledged, the
number of Shares  set  forth on the  reverse  side  pursuant  to the  guaranteed
delivery procedures set forth in Section 5, "Procedure for Tendering Shares," of
the Offer to Repurchase.
<PAGE>

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

Number of Shares Tendered:____________________

Certificate Nos. (if available):

________________________________________________________________________________

________________________________________________________________________________
If Shares will be tendered by book-entry transfer, check box:

[ ] The Depository Trust Company

Account Number:

________________________________________________________________________________
Name(s) of Record Holder(s):

________________________________________________________________________________

________________________________________________________________________________
Address:

________________________________________________________________________________

________________________________________________________________________________
Area Code and Telephone Number:

________________________________________________________________________________

________________________________________________________________________________
Taxpayer Identification (Social Security) Number:

________________________________________________________________________________

The undersigned also tenders all  uncertificated  Shares that may be held in the
name of the  registered  holder(s) by the Fund's  transfer agent pursuant to the
Fund's dividend reinvestment plan:

_____________ Yes _____________ No

                  (Note: If neither of these boxes is checked,
              any such uncertificated Shares will not be tendered.)

Dated:________________ , 2004         __________________________________________

                                      __________________________________________
                                                       Signature(s)

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

                                        2
<PAGE>

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

                                    GUARANTEE

      The  undersigned,  a  member  firm  of a  registered  national  securities
exchange, a member of the National Association of Securities Dealers, Inc., or a
commercial  bank or trust  company  having an office,  branch,  or agency in the
United States,  hereby (a) guarantees to deliver to the Depositary  certificates
representing the Shares tendered hereby,  in proper form for transfer (or tender
shares pursuant to the procedures for book-entry transfer) into the Depositary's
account at The Depositary Trust Company,  together with (i) a properly completed
and duly executed Letter of Transmittal (or facsimile thereof) with any required
signature  guarantees and (ii) other required  documents,  within three business
days after the  Repurchase  Request  Deadline of the Repurchase  Offer,  and (b)
represents  that such  tender  of Shares  complies  with  Rule  14e-4  under the
Securities Exchange Act of 1934, as amended.


Name of Firm:______________________________ ____________________________________
                                                   (AUTHORIZED SIGNATURE)

Address:___________________________________ Name:_______________________________
                                                         (PLEASE PRINT)

___________________________________________ Title:______________________________
       CITY             STATE      ZIP CODE

Area Code and Tel. No. ____________________ Dated:_______________________ , 2004

            DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. YOUR SHARE
           CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL.
- --------------------------------------------------------------------------------


                                        3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A
<SEQUENCE>6
<FILENAME>g11099_brokerletter.txt
<DESCRIPTION>EXHIBIT 99.A (IV)
<TEXT>
                                    OFFER BY

                              THE INDIA FUND, INC.

                             TO REPURCHASE FOR CASH
                       UP TO 5% OF THE FUND'S OUTSTANDING
                             SHARES OF COMMON STOCK




            THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
                      NEW YORK CITY TIME, ON MARCH 12, 2004
                         ("REPURCHASE REQUEST DEADLINE")

          THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES
              BEING TENDERED, BUT IS SUBJECT TO OTHER CONDITIONS AS
     OUTLINED IN THE OFFER TO REPURCHASE AND IN THE LETTER OF TRANSMITTAL.

                                                               February 20, 2004

To Brokers, Dealers, Commercial Banks,
   Trust Companies and Other Nominees:

      We are enclosing  herewith the material listed below relating to the offer
of The India Fund, Inc., a Maryland corporation  registered under the Investment
Company Act of 1940,  as amended,  as a closed-end,  non-diversified  management
investment company (the "Fund"), to purchase up to 5% of the Fund' s outstanding
shares of Common  Stock,  par value  $0.001 per share (the  "Shares"),  upon the
terms and  conditions  set forth in the Offer to Repurchase  dated  February 20,
2004 and in the related Letter of  Transmittal  (which  together  constitute the
"Repurchase Offer"). The price to be paid for the Shares is an amount per Share,
net to the  seller in cash,  equal to 100% of the net  asset  value per Share as
determined  by the Fund at the close of  regular  trading  on the New York Stock
Exchange on March 19, 2004 (the "Repurchase  Pricing Date"),  minus a repurchase
fee (the  "Repurchase  Fee") equal to 2% of net asset value per Share.  The Fund
has established a record date of February 6, 2004 for  identifying  stockholders
eligible to receive Repurchase Offer materials.

      We are  asking  you to  contact  your  clients  for whom  you hold  Shares
registered  in your  name (or in the name of your  nominee)  or who hold  Shares
registered  in their  own  names.  Please  bring the  Repurchase  Offer to their
attention  as promptly as  possible.  No fees or  commission  will be payable to
brokers,  dealers or other persons for soliciting  tenders of Shares pursuant to
the  Offer.  The Fund will,  upon  request,  reimburse  you for  reasonable  and
customary mailing and handling expenses incurred by you in forwarding any of the
enclosed materials to your clients.  The Fund will pay all transfer taxes on its
purchase of Shares,  subject to  Instruction 7, "Stock  Transfer  Taxes," of the
Letter of Transmittal. HOWEVER, BACKUP WITHHOLDING AT A 30% RATE MAY BE REQUIRED
UNLESS  EITHER AN EXEMPTION IS PROVED OR THE  REQUIRED  TAXPAYER  IDENTIFICATION
INFORMATION AND CERTIFICATIONS ARE PROVIDED. SEE SECTION 13, "FEDERAL INCOME TAX
CONSEQUENCES,"   OF  THE  OFFER  TO  REPURCHASE  AND   INSTRUCTION  11,  "BACKUP
WITHHOLDING," OF THE LETTER OF TRANSMITTAL.

      For your information and for forwarding to your clients,  we are enclosing
the following documents:

      1. A letter to  Stockholders  of the Fund from Bryan  McKigney,  Director,
         Chairman and President of the Fund;

      2. The Offer to Repurchase, dated February 20, 2004;

      3. The  Letter  of  Transmittal  for your use and to be  provided  to your
         clients;

      4. Notice of Guaranteed Delivery;

      5. Form of letter to clients  that may be sent to your  clients  for whose
         accounts  you hold  Shares  registered  in your name (or in the name of
         your nominee); and

      6. Return envelope addressed to PFPC Inc. (the "Depositary").

      The  Repurchase  Offer  is not  being  made to,  nor will the Fund  accept
tenders from,  holders of Shares in any state or other jurisdiction in which the
Repurchase Offer would not be in compliance with the securities or Blue Sky laws
of such jurisdiction.
<PAGE>

      As described in the Fund's Offer to Repurchase under Section 5, "Procedure
for Tendering  Shares,"  tenders may be made without the  concurrent  deposit of
stock certificates if (1) such tenders are made by or through a broker or dealer
that is a member firm of a registered  national  securities exchange or a member
of the National Association of Securities Dealers,  Inc. or a commercial bank or
trust company having an office,  branch, or agency in the United States; and (2)
certificates  for Shares (or a  confirmation  of a  book-entry  transfer of such
Shares into the  Depositary's  account at a  Book-Entry  Transfer  Facility  (as
defined in the Letter of Transmittal)),  together with a properly  completed and
duly executed  Letter of Transmittal,  and any other  documents  required by the
Letter of Transmittal, are received by the Depositary within three business days
after receipt by the Depositary of a properly completed and duly executed Notice
of Guaranteed Delivery.

      AS  DESCRIBED  IN THE OFFER TO  REPURCHASE,  IF MORE THAN 5% OF THE FUND'S
OUTSTANDING  SHARES ARE DULY TENDERED PRIOR TO THE REPURCHASE  REQUEST DEADLINE,
THE FUND WILL EITHER (1) REPURCHASE ALL OF THE ADDITIONAL  SHARES  TENDERED,  IF
THE  AMOUNT  OF  SUCH  ADDITIONAL  SHARES  DOES  NOT  EXCEED  2% OF  THE  FUND'S
OUTSTANDING  SHARES,  OR (2)  REPURCHASE  SHARES  TENDERED  ON A PRO RATA BASIS,
PROVIDED  THAT THE FUND WILL  PURCHASE ALL SHARES FROM  STOCKHOLDERS  WHO OWN 99
SHARES OR LESS AND  TENDER  ALL OF THEIR  SHARES.  IF SUCH A TENDER IS MADE BY A
BROKER,  COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE FOR BENEFICIAL OWNER(S)
OF SHARES WITH RESPECT TO WHICH IT IS THE RECORD HOLDER, SUCH BROKER, COMMERCIAL
BANK, TRUST COMPANY OR OTHER NOMINEE MUST REPRESENT AND WARRANT IN THE LETTER OF
TRANSMITTAL  THAT IT  BELIEVES,  BASED UPON  REPRESENTATIONS  MADE TO IT BY SUCH
BENEFICIAL OWNER(S), THAT EACH SUCH PERSON OWNS 99 SHARES OR LESS.

      NEITHER THE FUND, ITS BOARD OF DIRECTORS NOR THE INVESTMENT MANAGER TO THE
FUND MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER WHETHER TO TENDER ANY SHARES.

      For  additional  information  or copies of the enclosed  material,  please
contact Georgeson Shareholder Communications Inc. (the "Information Agent") toll
free at 1-866-297-1264 or, for banks and brokers, at 212-440-9800.


                                             Very truly yours,
                                             THE INDIA FUND, INC.
                                             /s/ BRYAN McKIGNEY
                                             BRYAN McKIGNEY
                                             DIRECTOR, CHAIRMAN AND PRESIDENT

- --------------------------------------------------------------------------------
    NOTHING  CONTAINED HEREIN OR IN THE ENCLOSED  DOCUMENTS SHALL CONSTITUTE
    YOU  OR ANY  OTHER  PERSON  THE  AGENT  OF THE  INDIA  FUND,  INC.,  THE
    INFORMATION  AGENT,  OR THE  DEPOSITARY  OR  AUTHORIZE  YOU OR ANY OTHER
    PERSON TO MAKE ANY  STATEMENTS  OR USE ANY MATERIAL ON THEIR BEHALF WITH
    RESPECT TO THE OFFER,  OTHER THAN THE MATERIAL ENCLOSED HEREWITH AND THE
    STATEMENTS SPECIFICALLY SET FORTH IN SUCH MATERIAL.
- --------------------------------------------------------------------------------


                                        2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A
<SEQUENCE>7
<FILENAME>g11099_clientletter.txt
<DESCRIPTION>EXHIBIT 99.A(V)
<TEXT>
                                    OFFER BY

                              THE INDIA FUND, INC.

                              TO PURCHASE FOR CASH
                  UP TO 5% OF THE FUND'S OUTSTANDING SHARES OF
                                  COMMON STOCK

            THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
      NEW YORK CITY TIME, ON MARCH 12, 2004 ("REPURCHASE REQUEST DEADLINE")


 THIS REPURCHASE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
    TENDERED, BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED IN THE OFFER TO
                  REPURCHASE AND IN THE LETTER OF TRANSMITTAL.

                                                               February 20, 2004

To Our Clients:

      Enclosed for your consideration is the Offer to Repurchase, dated February
20, 2004, of The India Fund, Inc., a Maryland  corporation  registered under the
Investment  Company  Act  of  1940  as  a  closed-end,   diversified  management
investment  company (the "Fund"),  and a related  Letter of  Transmittal  (which
together  constitute the "Offer to  Repurchase"),  pursuant to which the Fund is
offering  to  repurchase  up to 5% of the  Fund's  outstanding  shares of Common
Stock, par value $0.001 per share (the "Shares"),  upon the terms and conditions
set forth in the  Repurchase  Offer.  The Fund has  established a record date of
February 6, 2004, for identifying  stockholders  eligible to receive  Repurchase
Offer materials.

      The Offer to Repurchase and the Letter of Transmittal  are being forwarded
to you for your information only and cannot be used by you to tender Shares held
by us for your  account.  We are the  holder of  record of Shares  held for your
account.  A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD
AND ONLY PURSUANT TO YOUR INSTRUCTIONS.

      Your attention is called to the following:

            (1) The  purchase  price to be paid for the  Shares is an amount per
      Share, net to the seller in cash, equal to 100% of the net asset value per
      Share as determined by the Fund at the close of regular trading on the New
      York Stock  Exchange on March 19, 2004 (the  "Repurchase  Pricing  Date"),
      minus a  repurchase  fee (the  "Repurchase  Fee") equal to 2% of net asset
      value per Share.  The net asset  value of the Fund is  calculated  weekly,
      however, the net asset value will be available daily from March 8, 2004 to
      March  12,  2004  and  can  be   obtained   from   Georgeson   Shareholder
      Communications Inc., the Fund's Information Agent, by calling toll free at
      1-866-297-1264 or, for banks and brokers, at 212-440-9800.

            (2) The Repurchase  Offer is not conditioned upon any minimum number
      of Shares being tendered.

            (3) If the Repurchase Offer is not suspended or postponed,  the Fund
      will purchase all Shares  validly  tendered  prior to 5:00 p.m.,  New York
      City time, on March 12, 2004, the Repurchase  Request  Deadline,  provided
      that the number of Shares tendered by all stockholders  does not exceed 5%
      of the Fund's  outstanding  Shares.  In the event that more than 5% of the
      Fund's outstanding Shares are tendered,  the Fund will either (1) increase
      the number of Shares that the Fund is offering to  repurchase by an amount
      not to exceed  2% of the  Shares  outstanding  on the  Repurchase  Request
      Deadline,  or (2)  purchase 5% of the Fund's  outstanding  Shares on a pro
      rata  basis,  provided,  however,  that  the Fund may  accept  all  Shares
      tendered by Stockholders who own, beneficially or of record, not more than
      99 Shares and who  tender all of their  Shares,  before  prorating  Shares
      tendered by others.

            (4)  Tendering  Stockholders  will not be obligated to pay brokerage
      commissions or, subject to Instruction 7, "Stock  Transfer  Taxes," of the
      Letter of  Transmittal,  stock transfer taxes on the purchase of Shares by
      the Fund pursuant to the Repurchase Offer.
<PAGE>

            (5) Your instructions to us should be forwarded in ample time before
      the Repurchase Request Deadline,  March 12, 2004, to permit us to submit a
      tender on your behalf.  Instructions  received after this date will not be
      honored.

      If you  wish to have  us  tender  any or all of  your  Shares,  please  so
instruct us by completing,  executing and returning to us the  instruction  form
set forth below. An envelope to return your  instructions to us is enclosed.  If
you  authorize  tender of your Shares,  all such Shares will be tendered  unless
otherwise  specified  below.  YOUR  INSTRUCTIONS  TO US SHOULD BE  FORWARDED  AS
PROMPTLY  AS POSSIBLE IN ORDER TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE REPURCHASE OFFER.

      The  Repurchase  Offer is not being made to, nor will  tenders be accepted
from or on behalf of, holders of Shares in any  jurisdiction in which the making
or  acceptance  of the  Repurchase  Offer  would not be in  compliance  with the
applicable law.

      NONE OF THE FUND, ITS BOARD OF DIRECTORS NOR THE INVESTMENT MANAGER TO THE
FUND IS  MAKING  ANY  RECOMMENDATION  TO ANY  STOCKHOLDER  WHETHER  TO TENDER OR
REFRAIN FROM TENDERING SHARES IN THE REPURCHASE OFFER. EACH STOCKHOLDER IS URGED
TO READ AND EVALUATE THE REPURCHASE OFFER AND ACCOMPANYING MATERIALS CAREFULLY.


                                       2
<PAGE>

                                  INSTRUCTIONS

      The undersigned  acknowledge(s)  receipt of your letter,  and the enclosed
Offer to Repurchase,  dated  February 20, 2004 relating to The India Fund,  Inc.
(the  "Fund") to  purchase up to 5% of the Fund's  outstanding  shares of Common
Stock, par value $0.001 per share (the "Shares").

      This  will  instruct  you to  tender  to the Fund  the  number  of  Shares
indicated below (which are held by you for the account of the undersigned), upon
the terms and  subject to the  conditions  set forth in the Offer to  Repurchase
that you have furnished to the undersigned.

- --------------------------------------------------------------------------------
                   AGGREGATE NUMBER OF SHARES TO BE TENDERED:

                                 ________ Shares

                     ENTER NUMBER OF SHARES TO BE TENDERED.
- --------------------------------------------------------------------------------

                                    ODD LOTS

      This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person  owning  beneficially  or of record an  aggregate of not more
than 99 shares. The undersigned:

[  ] Is  the  beneficial  or record  owner of  an  aggregate of not more than 99
     Shares,  all of which are being  tendered,  and hereby  represents that the
     above indicated information is true and correct as to the undersigned.

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

                                  SIGNATURE BOX

________________________________________________________________________________

________________________________________________________________________________
                                 (SIGNATURE(S))


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                     (PLEASE PRINT NAME(S) AND ADDRESS HERE)

________________________________________________________________________________
                          (AREA CODE AND TELEPHONE NO.)


________________________________________________________________________________
               (TAXPAYER IDENTIFICATION (SOCIAL SECURITY) NUMBER)


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


Date:__________________ , 2004

                                        3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A
<SEQUENCE>8
<FILENAME>g11099_stockholderletter.txt
<DESCRIPTION>EXHIBIT 99.A(VI)
<TEXT>
                              THE INDIA FUND, INC.
                           200 PARK AVENUE, 24TH FLOOR
                            NEW YORK, NEW YORK 10166


                                                               February 20, 2004

Dear Stockholder:

         As you may know, in an effort to enhance stockholder value and increase
liquidity,  The India Fund, Inc. (the "Fund") obtained  stockholder  approval to
adopt an "interval" fund structure which requires semi-annual  repurchase offers
of a percentage of the Fund's outstanding shares.

         In accordance with its "interval" status, the Fund is hereby commencing
its  repurchase  offer  for this  semi-annual  period  under  which  the Fund is
offering to repurchase up to 5% of the Fund's  outstanding  shares. The offer to
repurchase  is for cash at a price equal to the Fund's net asset value as of the
close of regular  trading on the New York Stock  Exchange on March 19, 2004, the
Repurchase Pricing Date, upon the terms and conditions set forth in the Offer to
Repurchase and the related Letter of Transmittal (which together  constitute the
"Repurchase  Offer"). If you are not interested in selling any of your shares at
this time,  you do not need to do  anything.  The Fund will contact you again in
approximately six months to notify you of the next repurchase offer period.

         The deadline for  participating  in the  Repurchase  Offer is March 12,
2004, the  Repurchase  Request  Deadline.  The net asset value of the shares may
fluctuate  between the March 12, 2004  deadline and March 19, 2004,  the pricing
date  for the  Repurchase  Offer.  The  Fund has  established  a record  date of
February 6, 2004 for  identifying  stockholders  eligible to receive  Repurchase
Offer materials.  Stockholders who choose to participate in the Repurchase Offer
can expect to receive payment for the shares  repurchased on or before March 26,
2004. The Fund will charge a repurchase fee on shares that are  repurchased  for
expenses directly related to the Repurchase Offer. The repurchase fee will equal
2% of the value of the shares that are repurchased.

         As of February 6, 2004, the Fund's net asset value was $23.79 per share
and  23,435,265  shares were issued and  outstanding.  The Fund computes its net
asset value on a weekly  basis,  however,  the net asset  value and  NYSEclosing
price will be available daily from March 8, 2004 to March 12, 2004 by contacting
Georgeson  Shareholder  Communications  Inc., the Fund's Information Agent, toll
free at 1-866-297-1264 or, for banks and brokers,  at 212-440-9800.  On February
6, 2004, the Fund's common stock closed on the New York Stock Exchange at $24.66
per share,  representing  a premium of 3.66% to the Fund's  February 6, 2004 net
asset value per share. If the market price of the Fund's common stock remains at
a premium to the Fund's net asset  value per share at the pricing  date,  it may
not be in a  stockholder's  interest to tender  shares in  connection  with this
repurchase  offer.  The  market  price of the Fund's  common  stock can and does
fluctuate.  Moreover,  there can be no  assurance  that the market  price of the
Fund's  common  stock will remain at a premium to the Fund's net asset value per
share.

         Neither the Fund,  the Fund's  Board of  Directors  nor the  Investment
Manager to the Fund is making any  recommendation to any stockholder  whether to
tender or refrain from tendering  shares in the Repurchase  Offer.  The Fund and
the Board of Directors urge each stockholder to read and evaluate the Repurchase
Offer  and  related  materials  carefully  and  make  his or her  own  decision.
Questions,  requests for assistance  and requests for additional  copies of this
Offer to  Repurchase  and related  materials  should be  directed  to  Georgeson
Shareholder  Communications  Inc. toll free at 1-866-297-1264  or, for banks and
brokers, at 212-440-9800.



                                             Sincerely,
                                             /s/ BRYAN McKIGNEY
                                             BRYAN McKIGNEY
                                             DIRECTOR, CHAIRMAN AND PRESIDENT
                                             THE INDIA FUND, INC.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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