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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000950123-96-007657.txt : 19970102
<SEC-HEADER>0000950123-96-007657.hdr.sgml : 19970102
ACCESSION NUMBER:		0000950123-96-007657
CONFORMED SUBMISSION TYPE:	PRER14A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19961231
SROS:			NONE

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TAIWAN FUND INC
		CENTRAL INDEX KEY:			0000804123
		STANDARD INDUSTRIAL CLASSIFICATION:	UNKNOWN SIC - 0000 [0000]
		IRS NUMBER:				042942862
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		PRER14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	811-04893
		FILM NUMBER:		96688759

	BUSINESS ADDRESS:	
		STREET 1:		STATE ST BANK & TRUST CO
		STREET 2:		P O BOX 9110
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02209
		BUSINESS PHONE:		8004265523

	MAIL ADDRESS:	
		STREET 1:		STATE ST BANK & TRUST CO
		STREET 2:		PO BOX 9110
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02209
</SEC-HEADER>
<DOCUMENT>
<TYPE>PRER14A
<SEQUENCE>1
<DESCRIPTION>REVISED PRELIMINARY PROXY MATERIAL
<TEXT>

<PAGE>   1
 
                            SCHEDULE 14A INFORMATION
 
          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
   
                    EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
    
 
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

<TABLE>
<S>                                             <C>
[x]  Preliminary Proxy Statement                [ ]  Confidential, For Use of the Commission
                                                Only (as permitted by Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
</TABLE>

                             THE TAIWAN FUND, INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
 
- --------------------------------------------------------------------------------
      (Name of Person(s) Filing Proxy Statement, if other than Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
[X]  No fee required.
 
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
     (1)  Title of each class of securities to which transaction applies:
 
        ------------------------------------------------------------------------
 
     (2)  Aggregate number of securities to which transaction applies:
 
        ------------------------------------------------------------------------
 
     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):
 
        ------------------------------------------------------------------------
 
     (4)  Proposed maximum aggregate value of transaction:
 
        ------------------------------------------------------------------------
 
     (5)  Total fee paid:
 
        ------------------------------------------------------------------------
 
[ ]  Fee paid previously with preliminary materials.
 
[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.
 
     (1)  Amount Previously Paid:
 
        ------------------------------------------------------------------------
 
     (2)  Form, Schedule or Registration Statement No.:
 
        ------------------------------------------------------------------------
 
     (3)  Filing Party:
 
        ------------------------------------------------------------------------
 
     (4)  Date Filed:
 
        ------------------------------------------------------------------------
<PAGE>   2
 
                             THE TAIWAN FUND, INC.
 
                225 FRANKLIN STREET, BOSTON, MASSACHUSETTS 02110
                           TELEPHONE: 1-800-636-9242
 
                                                              January [  ], 1997
 
   
Dear Stockholder:
    
 
   
     Enclosed you will find a Notice and Proxy Statement for the Annual Meeting
of Stockholders of The Taiwan Fund, Inc. to be held on Wednesday, February 26,
1997. At the Fund's last Annual Meeting of Stockholders, its stockholders voted
on proposals substantially identical to those presented herewith. However, due
to a lack of stockholder response, the proposals corresponding to enclosed,
current proposals 3, 4, 5 and 6 were not approved by the requisite number of
votes and are being resubmitted herewith for a vote.
    
 
   
     The matters on which you, as a stockholder of the Fund, are being asked to
vote are election of the Fund's Directors, ratification of the selection of
Coopers & Lybrand L.L.P. as the Fund's independent public accountants, approval
of a conversion of the Fund from a Delaware corporation to a Maryland
corporation, approval of an amendment to the Fund's Restated Certificate of
Incorporation and approval of the amendment of certain investment limitations of
the Fund.
    
 
   
     After reviewing each matter carefully, the Board of Directors recommends
that you vote FOR each of the proposals.
    
 
   
     YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE
TAKE A FEW MINUTES TO REVIEW THIS MATERIAL, CAST YOUR VOTE ON THE ENCLOSED PROXY
CARD AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOUR PROMPT RESPONSE
IS NEEDED TO AVOID FOLLOW-UP MAILINGS WHICH WOULD INCREASE COSTS PAID BY ALL
STOCKHOLDERS.
    
 
   
     The Fund has retained Shareholder Communications Corporation, a
professional proxy solicitation firm, to assist stockholders in the voting
process. If we have not received your proxy as the meeting date approaches, you
may receive a telephone call from Shareholder Communications reminding you to
vote your shares.
    
 
     Thank you very much for your assistance.
 
                                                      Sincerely,
 
                                                      Benny T. Hu
                                                       President
<PAGE>   3
 
   
     This filing is made solely for the purpose of making non-material revisions
to the attached letter to stockholders. The notice of meeting, proxy statement
and form of proxy to which the letter relates remain as filed on December 23,
1996 and are therefore not included in this filing.
    

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