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CORRESP
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TGCF SEC Response Letter

(Taiwan
Greater China Fund Letterhead)

10th Fl.,
Rm. 1001, 205 DunHua N. Road www.taiwangreaterchinafund.com

Taipei,
Taiwan, R.O.C. NYSE:
“TFC”

Tel:
886-2-2715-2988 Fax:
886-2-2715-3166

May 5,
2005

Via
Email and via EDGAR

Division
of Investment Management

Securities
and Exchange Commission

901 E
Street, N.W.

Washington,
D.C. 20004

Attn.:
Lawrence Green

      Re:

      Taiwan
      Greater China Fund (SEC File Nos. 811-05617 and 005-40977)

Dear Mr.
Green:

Listed
below are the comments of the staff (the “Staff”) of the Securities and Exchange
Commission on the Preliminary Proxy Statement (the “Preliminary Proxy
Statement”) on Schedule 14A for the Taiwan Greater China Fund (the “Trust”) that
was filed on behalf of the Trust on April 25, 2005, and the Trust’s responses
thereto. For your convenience, we are also attaching as Annex
A changed
pages to the Preliminary Proxy Statement marked to show the revisions made in
response to the Staff’s comments. Furthermore, attached hereto as Annex
B is a
form of the “Tandy” letter to be submitted by the Trust.

Capitalized
terms used in this letter without definition have the respective meanings
assigned to them in the Preliminary Proxy Statement.

1. General
Comments to the Preliminary Proxy Statement.

(a) Comment
1. Provide
transmittal letter when filing the Preliminary Proxy Statement as well as the
Definitive Proxy Statement on Schedule 14A for the Trust (the “Definitive Proxy
Statement”).

Response: The
Trust will file a transmittal letter with the filing of the Definitive Proxy
Statement.

(b) Comment
2. Revise
any paragraphs in the Preliminary Proxy Statement that are formatted in all
capital letters and replace with standard capitalization and bold
formatting.

Response:
The Trust
has made all of the revisions necessary to comply with this comment from the
Staff.

2. Comments
on “Item 1. Election of Trustees.”

(a) Comment
1 (page 5). Add
language regarding whether or not the nominees for election to the Board of
Trustees consented to being named in the proxy statement and to serving as a
Trustee if elected.

Response.
Added the
following sentence to the third paragraph after the heading, “Item 1. Election
of Trustees” of page 5 of the Preliminary Proxy Statement:

“Each
nominee has indicated his consent to be named in the accompanying proxy and that
he will serve if elected.”

(b) Comment
2 (pages 6 and 7). Add
language regarding whether or not the nominees and the Trustees are “interested
persons” of the Trust, as defined in Section 2(a)(19) of the Investment Company
Act.

Response.
Added the
heading “Non-Interested Nominees” to the table entitled “Information Concerning
Nominees” on page 6 of the Preliminary Proxy Statement and the heading
“Non-Interested Trustees” to the table entitled “Information Concerning Other
Trustees” on page 7 of the Preliminary Proxy Statement.

(c) Comment
3 (page 9). Add
language indicating whether the former and current members of the Compensation
Committee are interested persons of the Trust.

Response.
Added the
following sentence to the paragraph after the heading “Compensation Committee”
on page 9 of the Preliminary Proxy Statement:

“The
former and current members of the Compensation Committee were not or are not
interested persons of the Trust, as defined in the Investment Company Act, and
also were or are independent Trustees of the Trust, as defined in the rules of
the NYSE.”

(d) Comment
4 (page 13). Add a
statement explaining what the affirmative vote of a plurality of the Shares
would mean in the election of the nominees to the Board of
Trustees.

Response.
Added the
following sentence to the paragraph after the heading “Required Vote” on page 13
of the Preliminary Proxy Statement:

“In other
words, the nominees receiving the greatest number of votes will be
elected.”

3. Comments
on “Proposal 2. Conversion of the Trust from a Closed-End Investment Company
into an Open-End Investment Company.”

(a) Comment
1 (Background and Summary, Page 14). Revise
the language in the first sentence of the second paragraph regarding that the
Shares continue to trade at a discount, “like those of most other country funds”
to include only those country funds that follow the closed-end
format.

Response. Revised
the sentence to read as follows:

“After
last year's vote, the Shares, like those of most other closed-end country funds,
continued to trade at a discount.”

(b) Comment
2 (Background and Summary, Page 15). Confirm
the accuracy of the fourth and fifth sentences of the first paragraph that read
as follows:

“From
March 1, 2004 to December 31, 2004, the Trust’s Share price and net asset value
(NAV) outperformed the Taiwan Stock Exchange Index on both a price appreciation
basis and a total return basis. Similarly, the Trust’s Share price and NAV
outperformed the Taiwan China Strategy Index (“TCSI”) on a price appreciation
basis and a total return basis for the same period.”

Response.
The Trust
confirms to the Staff the accuracy of the above-mentioned statement. Please
refer to the table below:

      Taiwan
      Stock Exchange Index

      TCSI

      Trust
      Share Price

      Trust
      NAV

      1.
      Price
      Appreciation:

      -6.71%

      -8.03%

      -1.41%

      -4.62%

      2.
      Total
      Return:

      -4.54%

      -5.73%

      -1.18%

      -4.41%

(c) Comment
3 (Background and Summary, Page 16). Revise
the first sentence of the second paragraph to avoid confusion to the reader that
discounts are inherent to investing in a closed-end investment company. The
sentence in question currently reads as follows:

“In
addition, the Board of Trustees recognizes that discounts (and possible
premiums) are an inherent consequence of the closed-end format.”

Response. Revised
the sentence to read as follows:

“In
addition, the Board of Trustees recognizes that discounts as well as premiums
can be a likely result of the closed-end format because of the probability that
the shares of a closed-end fund will trade at a higher or lower price than the
NAV per share.”

(d) Comment
4 (Differences Between Open-End and Closed-End Investment Companies, Page
18). State
whether the Trust has made any decision on whether it has decided what type of
open-end investment company it would be in the event the shareholders approve
the conversion of the Trust from a closed-end investment company into an
open-end investment company.

Require
this clarification because of the second sentence of the third paragraph (the
“Parenthetical”) that currently reads as follows:

“(Although
this has changed in recent years with the establishment of exchange-traded
open-end index funds, it remains true that the vast majority of open-end funds,
both in number and total assets, do not offer secondary market trading in their
shares.)”

Response: The
following sentence has been added to the end of the paragraph:

“The
Board of Trustees has not made any decision with respect to whether, upon
conversion to an open-end investment company, the Trust would follow an
exchange-traded open-end format or one of a more traditional open-end investment
company, which would not have a secondary trading market.”

In
addition, the word “index” has been deleted from the Parenthetical.

(e) Comment
5 (Differences Between Open-End and Closed-End Investment Companies, Page
19). Revise
the first sentence of the fifth paragraph after the heading entitled
“Differences Between Open-End and Closed-End Investment Companies” to indicate
that there may nor may not be redemption fees imposed in the event that the
Trust converts to an open-end investment company.

Response.
Revised
the following sentence to read as follows:

“Upon
conversion of the Trust into an open-end investment company, Shareholders who
wish to realize the value of their Shares would be able to do so by redeeming
their Shares at NAV (less the redemption fee, if any, discussed below under
“Measures to be Adopted if the Trust becomes an Open-end Fund - Redemption
Fee”), which would rise or fall based upon the performance of the Trust’s
investment portfolio.”

(f) Comment
6 (Effect of Conversion on the Trust, Page 22). Confirm
the basis for the second sentence of the third paragraph that reads as
follows:

“Although
the data on the subject are unclear, some observers believe that open-end funds
tend to have larger net sales near market highs and larger net redemptions near
market lows.”

Response. The
Trust has deleted this sentence from the Definitive Proxy
Statement.

4. Comments
to the section of the Preliminary Proxy entitled “Miscellaneous” on page
32. Add
language explaining how abstention and broker “non-votes” are treated in
determining quorum and any adjournments of the Meeting.

Response. The
following sentences have been added to the third paragraph after the heading
entitled “Miscellaneous” on page 32 of the Preliminary Proxy
Statement:

“Abstention
and broker “non-votes” are counted as present and entitled to vote for the
purposes of determining a quorum.”

“Abstention
and broker “non-votes” are counted as present and entitled to vote for the
purposes of voting in favor of an adjournment if a quorum is not obtained.”

5. Comments
to the Proxy Card. Revise
the first two paragraphs after the last vote on the proxy card to include bold
formatting.

Response. The Trust
has made the revisions necessary to comply with this comment from the
Staff.

* * * *
*

Sincerely,

/s/
Cheryl Chang

______________________

Cheryl
Chang

Secretary
of the Trust

ANNEX
A

CHANGED
PAGES TO THE PRELIMINARY PROXY STATEMENT

1. General
Comments to the Preliminary Proxy Statement.

(b)
Comment 1

record
owners of such shares to contact the institutions through which their shares are
held and give appropriate instructions, if necessary, to vote their shares. The
Trust will also be pleased to cooperate with any appropriate arrangement
pursuant to which beneficial owners desiring to attend the Meeting may be
identified as such and admitted to the Meeting as Shareholders.

Time will
be provided during the Meeting for discussion, and Shareholders present will
have an opportunity to ask questions about matters of interest to
them.

Respectfully,

/s/
Steven R. Champion

Steven R.
Champion

President

  /s/
David Laux

David
Laux

Chairman
of the Board of Trustees

Important
matters will be considered, and your vote may be necessary to insure the
presence of a quorum at the Meeting. Accordingly, all shareholders, regardless
of the size of their holdings, are urged to sign and mail the enclosed proxy in
the enclosed envelope, or to give appropriate instructions to persons holdings
shares of record on their behalf, promptly.

                        3

fee of
$10,000. At its meeting on September 30, 2004 the Board of Trustees increased
the fees paid by the Trust (effective as of September 1, 2004) to $2,000 for
each Board of Trustees’ meeting or committee meeting attended in person, $1,000
for each Board of Trustees’ meeting or committee meeting attended by telephone
and increased the annual retainer from $10,000 to $12,000 and to $15,000 for the
Chairman. At its meeting on February 22, 2005, the Board of Trustees increased
the annual retainer for the Chairman to $20,000. In addition, the Board of
Trustees adopted a policy pursuant to which each of the Trustees agreed that he
would invest in the Shares to the extent necessary so that on or before December
31, 2005 each Trustee would have beneficial ownership of the Shares with a value
ranging between $10,001 and $50,000.

(3) Mr.
Kuczynski resigned from the Board of Trustees in February 2004 immediately
following his appointment as the Peruvian Minister of Finance.

(4) Mr. Tung
resigned from the Board of Trustees effective as of December 31,
2004.

(5) Mr.
Hammond-Chambers resigned from the Board of Trustees in April 2004.

REQUIRED
VOTE

The
affirmative vote of a plurality of the Shares present or represented by proxy
and voting on the matter in question at the Meeting is required to elect the
nominees for election as Trustees. In
other words, the nominees receiving the greatest number of votes will be
elected.
Abstentions and “non-votes” will be treated as votes present and not cast at the
meeting. Abstentions and “non-votes” will not have the effect of votes in
opposition to the election of a Trustee under this Proposal 1.

The
Board of Trustees unanimously recommends that shareholders vote “FOR” the
election of the nominees as Trustees.

PROPOSAL
2. CONVERSION OF THE TRUST FROM A CLOSED-END INVESTMENT COMPANY TO AN OPEN-END
INVESTMENT COMPANY

BACKGROUND
AND SUMMARY

The Trust
is registered as a closed-end investment company under the Investment Company
Act and has operated as a closed-end fund since the reorganization of The Taiwan
(R.O.C.) Fund (which was an open-end fund not registered in the United States)
into the Trust on May 19, 1989. The Trust’s Amended and Restated Declaration of
Trust (the “Declaration of Trust”) and By-Laws provide that the Board of
Trustees is required to submit to the Shareholders at their next annual meeting
a binding resolution to convert the Trust into an open-end investment company if
the Shares trade on the NYSE at an average discount from their net asset value
(“NAV”) of more than 10% during any twelve-week period beginning after the most
recent such vote (which in the current case

The
persons named in the accompanying proxy will, in the absence of contrary
instructions, vote all proxies FOR the election of Messrs. Copeland and Parker.
Each
nominee has indicated his consent to be named in the accompanying proxy and that
he will serve if elected. If
Messrs. Copeland and Parker should be unable to serve (an event not now
anticipated), the proxies will be voted for such person, if any, as is
designated by the Board of Trustees to replace Mr. Copeland or Mr. Parker, as
the case may be.

                            13

and not
cast at the meeting. Abstentions and “non-votes” will however, have the effect
of votes in opposition to this Proposal 2.

The
Board of Trustees recommends that shareholders vote “AGAINST” conversion of the
Trust from a closed-end investment company into an open-end investment company.
The persons named in the accompanying proxy will, in the absence of contrary
instructions, vote all proxies “AGAINST” this
proposal.

PROPOSAL
3. APPROVAL OF A FUNDAMENTAL POLICY WHEREBY THE TRUST WOULD ADOPT AN INTERVAL
FUND STRUCTURE

INTRODUCTION

The Board
of Trustees recommends that the Trust adopt an “interval fund” structure
pursuant to Rule 23c-3 (“Rule 23c-3”) under the Investment Company Act, which
will provide Shareholders with a semi-annual opportunity to liquidate a portion
of their Shares of the Trust at approximately net asset value (less a 2%
repurchase fee), while maintaining many of the advantages inherent in a
closed-end fund structure.

BACKGROUND

Since the
Trust’s inception, it has operated as a closed-end investment company and has
enjoyed many of the benefits inherent in a closed-end structure. For example,
the Trust has a permanent capital base and is not subject to continuous asset
in-flows and out-flows, which might force the Trust to liquidate its holdings at
inopportune times in order to meet redemption demands. In addition, closed-end
funds do not have any prescribed limitations on holding thinly traded
securities. This has allowed the Trust to establish its investment position
without the prospect of having to liquidate these positions on short notice,
thereby jeopardizing the Trust’s long-term net asset value.

However,
shares of closed-end funds such as the Trust often trade at a discount to their
net asset value. The Board of Trustees has actively sought solutions to narrow
or eliminate the Trust’s discount and it has reviewed and employed a number of
initiatives. In 2004, the Board of Trustees instituted a share repurchase
p