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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000891836-04-000340.txt : 20040928
<SEC-HEADER>0000891836-04-000340.hdr.sgml : 20040928
<ACCEPTANCE-DATETIME>20040928161512
ACCESSION NUMBER:		0000891836-04-000340
CONFORMED SUBMISSION TYPE:	POS AMI
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20040928
DATE AS OF CHANGE:		20040928

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CENTRAL EUROPE & RUSSIA FUND INC
		CENTRAL INDEX KEY:			0000860489
		IRS NUMBER:				133556099
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		POS AMI
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-06041
		FILM NUMBER:		041050103

	BUSINESS ADDRESS:	
		STREET 1:		280 PARK AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
		BUSINESS PHONE:		2124741694

	MAIL ADDRESS:	
		STREET 1:		280 PARK AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CENTRAL EUROPEAN EQUITY FUND INC /MD/
		DATE OF NAME CHANGE:	19970429

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FUTURE GERMANY FUND INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	UNITED GERMANY FUND INC
		DATE OF NAME CHANGE:	19900219
</SEC-HEADER>
<DOCUMENT>
<TYPE>POS AMI
<SEQUENCE>1
<FILENAME>sc0156cer.txt
<DESCRIPTION>AMENDMENT NO. 14
<TEXT>
  (As filed with the Securities and Exchange Commission on September 28, 2004)

                                       INVESTMENT COMPANY ACT FILE NO. 811-06041
================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                       -
                                    FORM N-2

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940    [ ]
                                AMENDMENT NO. 14                            [X]
                                       -
                    THE CENTRAL EUROPE AND RUSSIA FUND, INC.
             (Exact Name of Registrant as Specified in its Charter)

                    345 PARK AVENUE, NEW YORK, NEW YORK 10154
                    (Address of Principal Executive Offices)

       Registrant's Telephone Number, including Area Code: (800) 437-6269

                            BRUCE A. ROSENBLUM, ESQ.
                    THE CENTRAL EUROPE AND RUSSIA FUND, INC.
                          C/O DEUTSCHE ASSET MANAGEMENT
                                 1 SOUTH STREET
                                   BAL01-1806
                               BALTIMORE, MD 21202
                     (Name and Address of Agent for Service)
                                       -

If any securities being registered on this form will be offered on a delayed or
continuous basis in reliance on Rule 415 under the Securities Act of 1933, other
than securities offered in connection with a dividend reinvestment plan, check
the following box. [  ]

It is proposed that this filing will become effective:
[  ]  when declared effective pursuant to Section 8(c).

The Following boxes should only be included and completed if the registrant is a
registered closed-end management investment company or business development
company which makes periodic repurchase offers under Rule 23c-3 under the
Investment Company Act and is making this filing in accordance with Rule 486
under the Securities Act:
[  ]  immediately upon filing pursuant to paragraph (b).
[  ]  on (date) pursuant to paragraph (b).
[  ]  60 days after filing pursuant to paragraph (a).
[  ]  on (date) pursuant to paragraph (a).

If appropriate, check the following box:

[  ] This [post-effective] amendment designates a new effective date for a
previously filed [post-effective amendment] [registration statement]
[ ] This form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act and the Securities Act
registration statement number of the earlier effective registration statement
for the same offering is ___________.
================================================================================

<PAGE>

                                     PART C

                                OTHER INFORMATION

ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS.

         The Agreement Regarding Transfer of Management Agreement, dated as of
September 1, 2004, between Deutsche Bank Securities Inc. and Deutsche Investment
Management Americas Inc., is filed herewith as Exhibit (2)(g).



                                   SIGNATURES

         Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of New York,
and the State of New York, on the 28th day of September, 2004.

                                        THE CENTRAL EUROPE AND RUSSIA FUND, INC.
                                        ----------------------------------------
                                                     (REGISTRANT)

                                        By: /s/ Bruce A. Rosenblum
                                            ------------------------------------
                                            Bruce A. Rosenblum
                                            Secretary


<PAGE>

                                INDEX TO EXHIBITS

- --------------------------------------------------------------------------------
     (2)(g)         --     Agreement Regarding Transfer of Management Agreement,
                           dated as of September 1, 2004, between Deutsche Bank
                           Securities Inc. and Deutsche Investment Management
                           Americas Inc.
- --------------------------------------------------------------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2G
<SEQUENCE>2
<FILENAME>exh-cer.txt
<DESCRIPTION>TRANSFER AGREEMENT
<TEXT>
                                                                 EXHIBIT (2)(g)



              AGREEMENT REGARDING TRANSFER OF MANAGEMENT AGREEMENT


         This Agreement, dated as of September 1, 2004, between Deutsche Bank
Securities Inc. ("DBSI") and Deutsche Investment Management Americas Inc.
("DIMA").

         WHEREAS, DBSI is transferring its asset management operations to DIMA
and in connection therewith wishes to transfer to DIMA its rights and
obligations under the Management Agreement, dated as of March 6, 1990 (the
"Management Agreement"), between DBSI and The Central Europe and Russia Fund,
Inc. (formerly, The Future Germany Fund, Inc.), a registered management
investment company (the "Fund");

         WHEREAS, DIMA wishes to accept DBSI's rights and assume its obligations
under the Management Agreement;

         WHEREAS, the proposed Management Agreement transfer is intended not to
constitute an "assignment" for purposes of the Investment Company Act of 1940 in
reliance on Rule 2a-6 under that Act;

         WHEREAS, Deutsche Asset Management International GmbH (formerly DB
Capital Management International GmbH) ("DeAMI") wishes to confirm its
acceptance of the transfer as not affecting the continuing effectiveness of the
Investment Advisory Agreement, dated as of March 6, 1990 (the "Advisory
Agreement"), between the Fund and DeAMI; and

         WHEREAS, this Agreement has been approved by the Board of Directors of
the Fund.

                              W I T N E S S E T H :

         1. Transfer. Upon the Effective Date (as defined below), DBSI hereby
transfers and assigns to DIMA all of its rights and obligations under the
Management Agreement, and DIMA hereby accepts such transfer and assignment,
assumes such obligations and agrees to be bound by all the terms and conditions
thereof as though it were substituted for DBSI as an original party thereto.

         2. Continuance of Advisory Agreement. DeAMI and the Fund each hereby
confirms that the transfer, assignment, assumption and agreement described in
Section 1 shall not be considered an assignment or termination of the Management
Agreement for purposes of the last paragraph of Section 6.1 of the Investment
Advisory Agreement, and that from the Effective Date references in the Advisory
Agreement to "Management Agreement" shall be to the Management Agreement as
transferred pursuant to this Agreement and references to "DBCC" (the former
DBSI) shall be to DIMA.


<PAGE>

         3. Effective Date. The transfer contemplated in Section 1 shall become
effective upon the later of (a) the date hereof, or (b) the acceptance and
approval of this Agreement by the Fund.

         4. Counterparts. This Agreement may be signed in counterparts, all of
which shall constitute but one and the same instrument.



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed upon their behalf as of the date set forth above.

DEUTSCHE BANK SECURITIES                DEUTSCHE INVESTMENT
INC.                                    MANAGEMENT AMERICAS INC.


By: /s/ Daniel O. Hirsch                By:/s/ John Lamb
    ----------------------------           ---------------------------
     Name: Daniel O. Hirsch                Name: John Lamb
     Title: Managing Director              Title: Assistant Secretary


DEUTSCHE BANK SECURITIES
INC.


By: /s/ S. Schaufler
   -----------------------------
      Name: S. Schaufler
      Title: Director

Accepted and approved
As of the date set forth above:

DEUTSCHE ASSET MANAGEMENT INTERNATIONAL GmbH


By: /s/ Marcus Goering              /s/ Christophe Bernard
   -------------------------------------------------------
     Name: Dr. Marcus Goering       Christophe Bernard
     Title: Managing Director       Managing Director

THE CENTRAL EUROPE AND RUSSIA FUND, INC.


By: /s/ Bruce A. Rosenblum
   -----------------------------
     Name: Bruce A. Rosenblum
     Title: Secretary

                                      -2-

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