EX-99.77B ACCT LTTR 2 attachment-77b.htm

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of
The Central Europe and Russia Fund, Inc.


In planning and performing our audits of the financial statements of The Central Europe and
Russia Fund, Inc. (hereafter referred to as the "Fund") as of and for the year ended October 31,
2006, in accordance with the standards of the Public Company Oversight Board (United States),
we considered the Fund's internal control over financial reporting, including control activities
for safeguarding securities, as a basis for designing our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply with the requirements of Form
N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Fund's
internal control over financial reporting.  Accordingly we express no such opinion.

The management of the Fund is responsible for establishing and maintaining effective internal
control over financial reporting.  In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of controls.  A fund's
internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles.  Such internal
control over financial reporting includes policies and procedures that provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of a fund's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.

A control deficiency exists when the design or operation of a control does not allow management
or employees, in the normal course of performing their assigned functions, to prevent or detect
misstatements on a timely basis.  A significant deficiency is a control deficiency, or combination
of control deficiencies, that adversely affects the fund's ability to initiate, authorize, record,
process or report external financial data reliably in accordance with generally accepted
accounting principles such that there is more than a remote likelihood that a misstatement of the
fund's annual or interim financial statements that is more than inconsequential will not be


prevented or detected.  A material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material misstatement of the
annual or interim financial statements will not be prevented or detected.

Our consideration of the Fund's internal control over financial reporting was for the limited
purpose described in the first paragraph and would not necessarily disclose all deficiencies in
internal control over financial reporting that might be significant deficiencies or material
weaknesses under standards established by the Public Company Accounting Oversight Board
(United States).  However, we noted no deficiencies in the Fund's internal control over financial
reporting and its operations, including controls for safeguarding securities, that we consider to be
material weaknesses as defined above as of October 31, 2006.

This report is intended solely for the information and use of management and the Board of
Directors of the Fund and the Securities and Exchange Commission and is not intended to be and
should not be used by anyone other than these specified parties.



New York, New York
December 22, 2006





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