SCHEDULE 14A INFORMATION
                   PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

Filed by Registrant  [     ] 
Filed by a Party other than the Registrant  [X]

Check the appropriate box:

[   ] Preliminary Proxy Statement     [  ]  Confidential, For Use of the
                                            Commission Only (as 
                                            permitted 
                                            by Rule 14a-6(e)(2))

[X]     Definitive Proxy Statement

[   ]     Definitive Additional Materials

[   ]     Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
                       CLEMENTE GLOBAL GROWTH FUND, INC.
- ------------------------------------------------------------------------
                   (Name of Registrant as Specified in its Charter)
                             Phillip Goldstein
- ------------------------------------------------------------------------

   (Name of Person(s) Filing Proxy Statement, if Other Than the 
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)(4) 
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.

                                 


                             VOTING INFORMATION

The Fund's proxy materials include proposals relating to the election of 
directors and ratification of the selection of the Fund's independent 
accountants.  They also include four stockholder proposals.  You may 
vote on each of the matters contained in the Fund's proxy statement by 
completing and returning the enclosed [GREEN] proxy card.

I am not making any recommendation as to how you should vote on 
ratification of the selection of the Fund's independent accountants.

A [GREEN] proxy card which is returned to me or my agent will be voted 
as you indicate on the card.  If a [GREEN] proxy card is returned 
without indicating how to vote on a matter, your shares will be voted 
FOR the election of my nominees, FOR each of the proposals I plan to 
introduce at the meeting, FOR the stockholder proposal on open-ending, 
and will ABSTAIN on the proposal to ratify the selection of the Fund's 
independent accountants.

If you have already returned the [WHITE] proxy card that was sent to you 
by the Fund, you may revoke that proxy and vote for my nominees and 
proposals by marking, signing, dating and mailing a later dated [GREEN] 
proxy card.

Completing and returning a [WHITE] proxy card, even to vote against the 
nominees named in the Fund's proxy statement, after you return the 
enclosed [GREEN] proxy card will revoke the proxy given in the [GREEN] 
card.  Therefore, DO NOT return a [WHITE] proxy card after returning the 
[GREEN] card, unless you wish to change your vote.
                                



              PROXY STATEMENT IN OPPOSITION TO SOLICITATION BY THE BOARD 
                  OF DIRECTORS OF CLEMENTE GLOBAL GROWTH FUND, INC.

                        ANNUAL MEETING OF STOCKHOLDERS
                       To be held on September 23, 1998

          My name is Phillip Goldstein.  I am sending this proxy 
statement and the enclosed [GREEN] proxy card to holders of record on 
July 29, 1998 (the "Record Date") of shares of common stock, par value 
$.01 per share (the "Common Stock"), of Clemente Global Growth Fund, 
Inc., a Maryland corporation (the "Fund").  The principal executive 
offices of the Fund are located at 767 Third Avenue, New York, New York, 
10017.  I am soliciting a proxy to vote your shares at the 1998 Annual 
Meeting of Stockholders of the Fund and at any and all adjournments or 
postponements of the meeting.  The meeting will be held on September 23, 
1998, at The Essex House Hotel, 160 Central Park South, New York, New 
York, at 9:30 a.m., New York time.

          This proxy statement and the enclosed [GREEN] proxy card are 
first being sent to stockholders of the Fund on or about September 2, 
1998.

                              INTRODUCTION

          There are six matters that the Fund has scheduled to be voted 
on at the meeting:

          1.     The election of two persons to serve as directors of 
                 the Fund;

          2.     The ratification of the selection by the Board of 
                 Directors of PricewaterhouseCoopers LLP as the
                 independent accountants of the Fund for the year ending
                 December 31, 1998;

          3.     A stockholder proposal to terminate the Fund's 
                 advisory agreement with Clemente Capital, Inc., which 
                 serves as the investment adviser of the Fund (the 
                 "Contract Termination Proposal");

          4.     A stockholder proposal recommending that the Board of 
                 Directors of the Fund take steps to convert the Fund to
                 an open-end fund within 60 days of stockholder approval
                 ("Open-Ending Proposal").

          5.     A stockholder proposal stating that it would be in the 
                 best interests of the Fund and its stockholders for 
                 members of the Board of Directors who are not standing 
                 for re-election this year to resign; and




          6.     A stockholder proposal recommending that the Board of 
                 Directors authorize and direct the officers of the Fund 
                 to reimburse for reasonable expenses incurred in 
                 connection with my solicitation of proxies.

          With respect to these matters, I am soliciting a proxy to vote 
your shares:

          *  IN FAVOR of the election of two persons (including myself) 
             whom I intend to nominate for election as directors of the 
             Fund; and

          *  FOR each of the stockholder proposals

          I am making no recommendation on how shares should be voted on 
the ratification of the selection of the Fund's independent accountants.

          I am also soliciting your proxy to vote your shares FOR the 
following proposals which I intend to introduce at the meeting (but 
which do not appear in the Fund's proxy statement or on its [white] 
proxy card):

          As discussed below, I believe that election of my nominees 
will help assure that serious consideration is given by the Board of 
Directors to the implementation of measures intended to increase the net 
asset value ("NAV") of the Fund's shares and/or to reduce or eliminate 
the discount from NAV at which the Fund's shares have been trading.  I 
also believe that these goals will be furthered by stockholder approval 
of the Contract Termination Proposal and the proposal stating that it 
would be in the best interests of the Fund and the stockholders for 
incumbent directors not standing for election to resign.

          The Open-Ending Proposal submitted by another stockholder will 
result in shares of the Fund being redeemable at NAV if the Board of 
Directors takes the action recommended in that proposal and the 
stockholders subsequently approve it.  I therefore support the Open-
Ending Proposal.
                                 




How Proxies Will Be Voted

          All of the proposals scheduled by the Fund to be voted on at 
the meeting are included in the enclosed [GREEN] proxy card.  If you 
wish to vote IN FAVOR of my nominees, and FOR the stockholder proposals, 
you may do so by completing and returning a [GREEN] proxy card.

          If you return a [GREEN] proxy card to me or my agent, your 
shares will be voted on each matter as you indicate.  If you do not 
indicate how your shares are to be voted on a matter, they will be voted 
IN FAVOR of the election of my nominees for director, and FOR the 
stockholder proposals.  If you do not indicate how to vote on the 
ratification of the selection of the Fund's independent accountants, 
your shares will be voted TO ABSTAIN on that matter.

          If you return a [GREEN] proxy card, you will be granting the 
persons named as proxies discretionary authority to vote on any other 
matters of which they are not now aware that may come before the 
meeting.  These may include, among other things, matters relating to the 
conduct of the meeting and proposals of other stockholders.

Voting Requirements

          Only stockholders of record on the Record Date are entitled to 
vote at the meeting.  According to the Fund's proxy statement, there 
were 5,892,400 shares of Common Stock issued and outstanding on the 
Record Date.  Holders of record on the Record Date will be entitled to 
cast one vote on each matter for each share of Common Stock held.  
Directors of the Fund are elected by a plurality of the votes cast.  
Ratification of the selection of the Fund's independent accountants and 
approval of the stockholder proposals described in the Fund's proxy 
statement and this proxy statement each require the affirmative vote of 
a majority of the shares voting on the matter, except for the Contract 
Termination Proposal, which requires the vote of a majority of the 
outstanding voting securities of the Fund, as defined by the Investment 
Company Act of 1940 (the "1940 Act").  This majority means the lesser 
of: (1) 67% or more of the Common Stock of the Fund present at the 
meeting, if the holders of more than 50% of the outstanding Common Stock 
are present or represented by proxy; or (2)    more than 50% of the 
outstanding Common Stock.
                                 



          In tallying stockholder votes, abstentions and "broker non-
votes" (i.e., shares held by brokers or nominees as to which (a) 
instructions have not been received from the beneficial owners or 
persons entitled to vote and (b) the broker or nominee does not have 
discretionary voting power on a particular matter) will be counted for 
purposes of determining whether a quorum is present for purposes of 
convening the meeting.  Abstentions and broker non-votes will have no 
effect on the election of directors.  The two nominees receiving the 
largest number of votes will be elected to serve as directors of the 
Fund.  In addition, abstentions and broker non-votes are not considered 
votes "cast" and thus, will have no effect on any proposal other than 
the Contract Termination Proposal, in which case they will have the same 
effect as "no" votes.

          The presence, in person or by proxy, of the holders of more 
than 50% of the shares of Common Stock of the Fund entitled to vote at 
the meeting will constitute a quorum for the transaction of business.  
If a quorum is not present at the meeting, or if a quorum is present but 
sufficient votes to approve any of the stockholder proposals are not 
received, the persons named as proxies may propose one or more 
adjournments of the meeting to permit further solicitation of proxies.  
The proxies may also propose an adjournment for other reasons.  Any 
adjournment will require the affirmative vote of a majority of those 
shares present at the meeting in person or by proxy.  If an adjournment 
of the meeting is proposed, the persons named as proxies on the [GREEN] 
proxy card will vote for or against such adjournment in their 
discretion.

Revocation of Proxies

          You may revoke any proxy you give to management or me at any 
time prior to its exercise in the following ways:

          Deliver a written revocation of your proxy to the Secretary of 
          the Fund;

          Execute and deliver a later dated proxy to me or to the Fund 
          or our respective agents; or

          Vote in person at the meeting.  (Attendance at the meeting 
          will not in and of itself revoke a proxy.)

          There is no limit on the number of times you may revoke your 
proxy prior to the meeting.  Only the latest dated, properly signed 
proxy card will be counted.
                                 



Information Concerning the Soliciting Stockholder

          The stockholder making this solicitation is Phillip Goldstein.  
I am an independent investor and investment manager who presently 
manages investment portfolios having assets in excess of $60 million.  
Since December 1, 1992, I have been the president and 50% stockholder of 
a company that serves as the general partner of a private investment 
partnership.  That partnership is a stockholder in the Fund.

          Since 1996, I have taken an active role in urging the 
management of certain registered closed-end investment companies, 
including the Fund, to take various actions that I believe would benefit 
those companies and their stockholders.  My address is 60 Heritage 
Drive, Pleasantville, NY 10570.

          As of the Record Date, I owned jointly with my wife, Judy 
Kauffman Goldstein, 1,501, shares of Common Stock of the Fund, 
representing less than 1% of the issued and outstanding shares of Common 
Stock.  I am also deemed to be the beneficial owner of 284,000 shares of 
Common Stock held by my clients, which represents approximately 4.82% of 
the issued and outstanding shares of Common Stock.  Combined, these 
personal and client holdings (285,501 shares) represent 4.85% of the 
outstanding Common Stock.

          Exhibit 1 to this proxy statement contains a schedule showing 
my purchases of Common Stock within the past two years.

                         REASONS FOR THE SOLICITATION

          In my view, management has not taken meaningful steps to 
enhance stockholder value.  For this reason, I am soliciting your vote 
to elect Mr. Hellerman and me to the Board of Directors and to approve 
various stockholder proposals which I believe will enhance stockholder 
value.

          As you may know, the Board has recently approved a policy 
calling for the repurchase of shares of the Fund in an attempt to reduce 
the discount to NAV.  Implementation of this policy is contingent on 
stockholders rejecting the Open-Ending Proposal and the Contract 
Termination Proposal.  However, the Fund has made no commitment as to 
the number of shares that will be purchased or the frequency of such 
purchases.  The Fund also has made no commitment as to the period for 
which the share repurchase policy will be continued.  I therefore 
believe that the Board's newly adopted share repurchase policy is simply 
designed to induce shareholders to reject the Stockholder proposals that 
the Board opposes and will not provide a long-term solution to the 
discount problem.  More meaningful actions are required.
                                



          The election of Mr. Hellerman and me as directors will provide 
stockholders with an independent voice on important matters affecting 
the Fund.  Our election will give the Board a new perspective and will 
help assure that measures intended to benefit stockholders are more 
actively considered.  The approval of my proposals will also further 
these goals to the extent that they may result in:

          *  implementation of new investment advisory arrangements with
             an investment adviser that is committed to enhancing value
             for stockholders; and

          *  greater independence of the Board, enhancing its ability to 
             act in the best interests of stockholders.

          If you share these goals, I urge you to vote for my nominees 
and proposals, using the enclosed [GREEN] proxy card.

                              CERTAIN CONSIDERATIONS

          In deciding whether to give me your proxy, you should consider 
the following information.

          Even if my nominees are elected and my proposals are approved 
by stockholders, there can be no assurance that the full Board of 
Directors will take any actions that we may advocate or that such 
actions, if taken, will achieve their intended goals.  My nominees will, 
if elected, represent only two of the Fund's eight directors, absent the 
resignation of any Class II or Class III directors.

          Implementation of certain Board actions may require 
stockholder approval, and no assurance can be given that such approval 
will be obtained.  In addition, various costs, which would be borne 
indirectly by stockholders, may be associated with certain actions, 
including but not limited to those associated with holding a special 
meeting of stockholders.

          I believe that all stockholders of the Fund will benefit if 
any actions taken to improve stockholder value or to reduce or eliminate 
the discount from NAV are successful.  However, I am paid fees by my 
clients who hold shares of the Fund.  These fees will be greater if the 
value of the Fund's shares increases and, in some cases, are based upon 
a share of the profits the client earns.
                                 



          If the Contract Termination Proposal is approved, it will be 
necessary for the Fund to retain a new investment adviser and obtain 
approval of an investment advisory agreement with the new adviser by the 
Board of Directors of the Fund, including the vote of a majority of the 
directors who are not "interested persons" of the Fund as defined by the 
1940 Act, and by stockholders of the Fund.  No assurance can be given 
that a new adviser will be identified or approved prior to the date as 
of which the investment advisory agreement with Clemente Capital, Inc. 
terminates.  In such event, the Fund might have to implement interim 
arrangements to assure continued management of the Fund's assets, which 
might require the issuance of an order by the Securities and Exchange 
Commission (and of which there can be no assurance).  Alternatively, the 
Board of Directors or officers of the Fund would have to manage the 
Fund's investment portfolio.

          I and companies with which I am affiliated are parties to 
three pending legal actions involving closed-end funds.  These actions 
are described in Exhibit 2.  In two of those actions, the closed-end 
funds have alleged that I violated certain provisions of the Federal 
securities laws in connection with the solicitation of proxies.

                          ELECTION OF DIRECTORS

          At the meeting, stockholders will have the opportunity to 
elect two persons as directors of the Fund.  The Fund currently has a 
total of eight directors, divided into three classes. There are 
presently two Class I directors, whose terms expire in 1998 (one Class I 
directorship is vacant and will not be filled), three Class II 
directors, whose terms expire in 1999, and three Class III directors, 
whose terms expire in 2000.  Each person elected as a director at the 
meeting will be a Class I director and have a term expiring in 2001.

          I will nominate Mr. Gerald Hellerman and myself for election 
as Class I directors of the Fund.  Information about the nominees is as 
follows:


Name, Business Address          Age     Principal Business Occupations
- ----------------------          ---     ------------------------------

Gerald Hellerman                51     Since 1993, Mr. Hellerman
10965 Eight Bells Lane                 has served as the managing
Columbia, Maryland  21044              director of Hellerman Associates,
                                       provides financial consulting and 
                                       litigation support services to 
                                       private clients in government 
                                       related matters.  From 1976 to
                                       1993,
                                 



                                       Mr. Hellerman was the Chief 
                                       Financial Analyst for the United 
                                       States Department of Justice.
                                       He a trustee of Third Avenue
                                       Trust, Third Avenue Value Fund,
                                       Third  Avenue Small Cap Value
                                       Fund and Third Avenue High Yield
                                       Fund, which are registered 
                                       open-end investment companies.

Phillip Goldstein                53    Since 1992, Mr. Goldstein has
60 Heritage Drive                      managed investments for a limited
Pleasantville, New York 10570          number of clients and has served
                                       as the portfolio manager of a
                                       private investment partnership.
                                       He is president of the general
                                       partner of that investment
                                       partnership.  Mr. Goldstein has
                                       been a private investor in 
                                       closed-end investment companies
                                       since 1974 and an advocate for 
                                       stockholders' rights since 1996.

          As previously noted, I am deemed to own beneficially 285,501 
shares of Common Stock, representing 4.85% of the shares outstanding on 
the Record Date, including shares owned jointly with my wife and shares 
owned by my clients.  Mr. Hellerman does not own, beneficially or of 
record, any shares of Common Stock of the Fund.

          Directors of the Fund who are not affiliated with Clemente 
Capital, Inc., or Wilmington Trust Company (the Fund's U.S. adviser) 
receive an annual stipend of $8,000 for serving on the Board and its 
committees, an additional $500 for each Board meeting which they attend 
and reimbursement for out-of-pocket expenses in connection with their 
attendance at directors' meetings.  The Fund does not pay any pension or 
other benefits to its directors.

          Other than fees that may be payable by the Fund to its 
directors, neither nominee named above has any arrangement or 
understanding with any person with respect to any future employment by 
the Fund or by any affiliate of the Fund.  I have agreed to indemnify 
Mr. Hellerman for certain liabilities he may incur in connection with 
this proxy solicitation.







          The persons named as proxies in the enclosed [GREEN] proxy 
card intend, in the absence of contrary instructions, to vote all 
proxies they are entitled to vote IN FAVOR of the election of the two 
nominees named above.  Each nominee has consented to stand for election 
and to serve if elected.  If either nominee is unable to serve, an event 
not now anticipated, the proxies will be voted for such other person, if 
any, as is designated by the persons named as proxies.

          Information regarding the persons now serving as directors and 
officers of the Fund, and additional information regarding the Fund, is 
contained in the Fund's proxy statement.

                        STOCKHOLDER PROPOSALS

          I intend to introduce the following three proposals at the 
meeting.


Contract Termination Proposal

Several months ago, I submitted a stockholder proposal to the Fund on 
behalf of the investment partnership that I manage.  This proposal is 
included in the Fund's proxy statement and states as follows:

          RESOLVED, The investment advisory agreement between Clemente 
Capital, Inc. and the Fund shall be terminated.

          If this proposal is approved by stockholders, the investment 
advisory agreement with the Fund's investment advisory agreement with 
Clemente Capital, Inc. will terminate 60 days after approval of the 
proposal.  I believe that Clemente Capital, Inc. has been the primary 
impediment to the open-ending of the Fund.  Although passage of this 
proposal would not result in open-ending the Fund, it will encourage the 
Board of Directors to seek a new investment adviser who is committed to 
enhancing stockholder value.

          In the event this proposal is approved by stockholders, it 
will be necessary for the Board of Directors, including a majority of 
the directors who are not "interested persons" (as defined by the 1940 
Act) of the Fund, to approve an investment advisory agreement with a new 
investment adviser to assure continuity of services to the Fund.  This 
new advisory agreement will also have to be approved by stockholders of 
the Fund prior to its effectiveness.  If a new advisory agreement is not 
approved by stockholders and directors and implemented prior to the 
effective date of the termination of the present investment advisory 
agreement, it is possible that there will be a period of time during 
which the Fund will not have an independent investment adviser 





responsible for the management and supervision of its investment 
portfolio.  In addition, termination of the investment advisory 
agreement will require the Fund to change its name.  The investment 
advisory agreement with Clemente Capital, Inc. specifies that the Fund 
may only use the name "Clemente" for so long as the investment advisory 
agreement is in effect.  A stockholder vote will be required to change 
the name of the Fund.

Proposal that Class II and Class III Directors Resign

          At the meeting, I intend to introduce the following resolution 
for approval by the stockholders:

          RESOLVED, That it would be in the best interests of the Fund 
and its stockholders for the Class II and Class III directors to resign 
their positions as directors of the Fund.

          Resignation of the Class II and Class III directors will 
enable the Class I directors, elected at the 1998 Annual Meeting of 
Stockholders, and an additional director appointed by them, to have sole 
responsibility for the consideration and determination of actions that 
should be taken in seeking to enhance stockholder value and to eliminate 
or reduce the discount from NAV at which shares of the Fund trade.

          If my nominees are elected as directors of the Fund and if at 
least five of the six Class II and Class III directors of the Fund 
resign their positions, my nominees will constitute a majority of the 
Board of Directors.  If all of the Class II and Class III directors 
resign, it will be necessary to appoint an additional director to 
satisfy the requirement of the By-Laws of the Fund that there be at 
least three directors.  Under the By-Laws, my nominees will, if elected, 
have the authority to appoint a person to serve as a director.  The 
nominees will fix the number of directors at three persons and will not 
call a stockholder meeting to elect additional directors in order to 
reduce costs to the Fund.

          If Mr. Hellerman and I comprise a majority of the Board of 
Directors, we will have the ability to implement measures we believe 
will enhance stockholder value and are in the best interest of 
stockholders.  Of course, no assurance can be given that any such 
measures will be successful.

Proposal Recommending Reimbursement of Expenses of Soliciting 
Stockholder




          At the meeting, I intend to introduce the following resolution 
for approval by the stockholders:

RESOLVED, That the stockholders hereby recommend that the Board of 
Directors authorize and direct the officers of the Fund to reimburse 
Phillip Goldstein for such reasonable fees and expenses as have been and 
may hereafter be incurred by him in connection with his solicitation of 
proxies to be voted at the 1998 Annual Meeting of Stockholders.

          I believe that the election of my nominees as directors of the 
Fund and the approval of the stockholder proposals I intend to introduce 
will benefit the Fund and its stockholders.  For this reason, I intend 
to seek reimbursement of the reasonable fees and expenses I incur in 
connection with the solicitation of proxies and believe that 
reimbursement by the Fund would be appropriate.

                   PRINCIPAL HOLDERS OF VOTING SECURITIES

          According to the Fund's proxy statement, as of the Record 
date: (i) Ron Olin Investment Management Company and Deep Discount 
Advisers, Inc., both located at One West Pack Square, Suite 777, 
Asheville, North Carolina 28801, together owned approximately 19.4% of 
the outstanding Common Stock of the Fund; and (ii) no other person owned 
of record or, to the knowledge of the Fund, beneficially owned more than 
5% of the outstanding Common Stock.  Mr. Olin and Deep Discount 
Advisers, Inc. are defendants in litigation involving a closed-end 
investment company in which Phillip Goldstein is also a defendant.  See 
Exhibit 2.

          According to the Fund's proxy statement, officers and 
directors of the Fund, as a group (10 persons), owned an aggregate of 
8,500 shares of Common Stock, representing less than 1% of the 
outstanding shares.

                           THE SOLICITATION

          I am making this solicitation personally.  My wife, Judy 
Kauffman Goldstein, as well as persons affiliated with or employed by 
the general partner of the investment partnership that I manage, may 
assist me in the solicitation of proxies.  They will not receive any 
special compensation for their services.

          Banks, brokerage houses and other custodians, nominees and 
fiduciaries will be requested to forward this proxy statement and the 
enclosed [GREEN] proxy card to the beneficial owners of shares of Common 
Stock for whom they hold shares of record.  I will reimburse these 
organizations for their reasonable out-of-pocket expenses.




          I will personally bear all of the fees and expenses related to 
this proxy solicitation except to the extent that I seek and obtain 
reimbursement.  I intend to seek reimbursement of these expenses from 
the Fund and will propose at the meeting that stockholders authorize and 
direct such reimbursement at the meeting.  I estimate that the total 
amount of fees and expenses I will incur in soliciting proxies will be 
approximately $30,000.  These fees and expenses to date are 
approximately $20,000. If I am not reimbursed by the Fund, I may seek 
reimbursement from one or more of my clients or from the general partner 
of the Partnership that I manage.

          I am not and, within the past year, have not been a party to 
any contract, arrangement or understanding with any person with respect 
to any securities of the Fund.  In addition, there is no arrangement or 
understanding involving either myself or any associate which relates to 
future employment by the Fund or any future transaction with the Fund.

          If you have any questions concerning this proxy solicitation 
or the procedures to be followed to execute and deliver a proxy, please 
call me at (914) 747-5262.

                         ADDITIONAL PROPOSALS

          I know of no business that will be presented for consideration 
at the meeting other than that set forth in this proxy statement and in 
the Fund's proxy statement.  If any other matters are properly presented 
for consideration at the meeting, it is the intention of the persons 
named as proxies in the enclosed [GREEN] proxy card to vote in 
accordance with their own best judgment on such matters.

          The date by which a stockholder must submit a proposal to be 
presented at the 1999 Annual Meeting of Stockholders is set forth in the 
Fund's proxy statement.
                                 


Dated: August 28, 1998



                                                                  
EXHIBIT 1

                SECURITIES OF THE FUND PURCHASED OR SOLD
         WITHIN THE PAST TWO YEARS BY THE SOLICITING STOCKHOLDER

          Except as disclosed in this proxy statement, neither Mr. 
Goldstein nor Mr. Hellerman has, or had, any interest, direct or 
indirect, by security holdings or otherwise, in the Fund.  The following 
table sets forth certain information with respect to purchases of shares 
of Common Stock of the Fund by Mr. Goldstein and by accounts holding 
shares as to which he is deemed to be the beneficial owner (the 
"Accounts").  Mr. Hellerman does not own of record or beneficially any 
shares of Common Stock and has not owned any Common Stock within the 
past two years.  Mr. Goldstein and the Accounts have not sold any shares 
of Common Stock within the past two years.

          The shares are held in margin accounts, together with other 
securities owned by Mr. Goldstein and the Accounts.  Therefore, a 
portion of the purchase price and market value of the shares may from 
time to time be represented by margin borrowings, depending upon the net 
debit balances, if any, of the margin accounts, which fluctuate daily.



Date          Shares Purchased

9/12/96      5,000
9/17/96      2,100
9/18/96      1,400
9/19/96      700
10/4/96      15,000
10/9/96      5,500
10/22/96     5,000
10/29/96     2,700
10/30/96     5,900
11/4/96      2,100
11/26/96     1,000
11/29/96     1,500
11/30/96     3,500
12/4/96      1,500
12/18/96     5,000
12/23/96     5,000
6/17/97      4,800
6/18/97      1,700
6/19/97      1,100
6/20/97      2,000
                                 



7/25/97      2,300
8/11/97      300
8/12/97      4,600
8/13/97      2,400
8/15/97      2,000
8/18/97      2,000
8/19/97      3,000
8/22/97      1,900
8/23/97      1,700
8/27/97      6,300
8/28/97     35,850
8/29/97      4,700
9/2/97       8,050
9/4/97       3,000
9/5/97       5,000
9/22/97      3,600
9/23/97        100
10/21/97     5,100
10/23/97     4,300
10/27/97       800
10/28/97     1,000
11/11/97       200
11/24/97     4,900
11/26/97     1,900
11/28/97     3,000
12/11/97     3,900
12/12/97     2,700
12/17/97     1,500
12/19/97       500
12/22/97     5,500
12/23/97     7,000
12/26/97     1,200
12/29/97     3,800




EXHIBIT 2

               PENDING LITIGATION INVOLVING THE SOLICITING STOCKHOLDER


          The soliciting stockholder, and entities affiliated with him, 
are involved in the following pending litigation relating to closed-end 
funds.  Each litigation is pending in U.S. District Court for the 
Southern District of New York.

The Emerging Germany Fund Litigation

          Phillip Goldstein, an investment partnership that he manages 
(the "Partnership"), and the general partner of the Partnership (the 
"General Partner") (of which Phillip Goldstein is a 50% owner) are named 
defendants in a federal court action for injunctive relief filed on 
April 8, 1998 by The Emerging Germany Fund, Inc. ("FRG").  FRG filed 
this action immediately after canceling its 1998 annual meeting 
scheduled for April 27, 1998, and has stated that it will not schedule 
an annual meeting until the litigation has been resolved.

          In its action, FRG alleges that the defendants solicited 
proxies in violation of Section 14(a) of the Securities Exchange Act of 
1934 (the "Exchange Act") in connection with certain postings by Mr.    
Goldstein on an Internet bulletin board.  FRG also alleges that Mr.    
Goldstein, the Partnership, and two other defendants, Ronald Olin and 
Deep Discount Advisors, Inc., were a "group" within the meaning of 
Section 13(d) of the Williams Act, and had failed to file a Schedule 
13D.

          All defendants have moved to dismiss FRG's complaint.  Those 
motions are pending.  In addition, the Partnership has filed a related 
action against FRG and its directors for declaratory and injunctive 
relief alleging that FRG's management violated Section 14(a) of the 
Exchange Act and took actions, including the adoption of an advance 
notice by-law and cancellation of the annual meeting, for the purpose of 
entrenching management and depriving the stockholders of their right to 
vote.  FRG has filed an answer to the Partnership's complaint, and 
discovery has been stayed pending a decision on the motions to dismiss 
FRG's case.  
                                 



The Emerging Mexico Fund Litigation

          On June 10, 1998, the Partnership filed a federal court action 
for declaratory and injunctive relief against The Emerging Mexico Fund, 
Inc. ("MEF") and its directors alleging that the defendants violated 
Section 14(a) of the Exchange Act and Section 36 of the Investment 
Company Act of 1940 Act (the "1940 Act") by, among other things, 
precluding the Partnership from presenting certain proposals and 
nominees for election as directors at MEF's 1998 annual stockholders' 
meeting.  The complaint alleges that the defendants improperly used 
MEF's advance notice by-law to eliminate any challenge to management, 
and that MEF made misleading statements in its proxy statement with 
respect to certain stockholder proposals.  The action seeks to nullify 
any election of management's nominees for director, and to compel MEF to 
hold a meeting at which stockholders may present nominees for director, 
as well as other proposals.

          MEF has answered the Partnership's complaint and has filed 
counterclaims against the Partnership, Phillip Goldstein and the General 
Partner, alleging that Goldstein solicited proxies via a posting on an 
Internet bulletin board and comments solicited by financial journalists 
for the election of the Partnership's nominees (which MEF had determined 
could not be elected at the annual meeting) in violation of Section 
14(a) of the Exchange Act.  Goldstein, the General Partner and the 
Partnership have moved to dismiss MEF's claims.

The Gabelli Global Multimedia Trust Litigation

          On or about September 4, 1997, a lawsuit seeking class action 
status was commenced by the Partnership against the Gabelli Global 
Multimedia Trust (the "Trust") and its directors alleging violations of 
Section 14(a) of the Exchange Act and Section 20(a) of the 1940 Act (and 
as against the directors, breach of fiduciary duty) and seeking 
rescission of the issuance of preferred stock by the Trust and other 
relief.  The complaint alleges that the Trust's proxy statement used in 
connection with the 1997 Annual Meeting contained material misstatements 
and omissions in connection with a proposal to amend the restriction on 
the issuance of senior securities.  On January 16, 1998, the defendants 
opposed the motion for class certification which is now under the 
court's consideration.

                                 *     *     *

          All of the above actions were filed in the Federal District 
Court , S.D.N.Y.  Copies of all pleadings in the above actions are 
available upon request to Gregory E. Keller of the law firm of 
Silverman, Harnes, Harnes, Prussin & Keller, 750 Lexington Avenue, New 
York, New York 10022, Tel. (212) 754-2333.


                                 




                                 PROXY CARD

                     PROXY SOLICITED IN OPPOSITION TO
                        THE BOARD OF DIRECTORS OF
                        CLEMENTE GLOBAL GROWTH FUND, INC.
                                   BY
                           PHILLIP GOLDSTEIN

                     ANNUAL MEETING OF STOCKHOLDERS
                    TO BE HELD ON SEPTEMBER 23, 1998

The undersigned hereby appoints Steven Samuels, Rajeev Das and Phillip 
Goldstein, and each of them, as the undersigned's proxies, with full 
power of substitution, to attend the Annual Meeting of Stockholders of 
Clemente Global Growth Fund, Inc. (the "Fund") to be held at The Essex 
House Hotel, 160 Central Park South, New York, New York, on September 
23, 1998, at 9:30 a.m., New York time (the "Meeting"), and any 
adjournment(s) or postponement(s) thereof, and to vote on all matters 
that may come before the Meeting and any such adjournment or 
postponement the number of shares that the undersigned would be entitled 
to vote, with all the power the undersigned would possess if present in 
person, as specified below.  The proxies may vote in their discretion 
with respect to such other matter or matters as may come before the 
Meeting and with respect to all matters incident to the conduct of the 
Meeting.

(INSTRUCTIONS:  Mark votes by placing an "x" in the appropriate [ ].)
1.    ELECTION OF DIRECTORS.
FOR all nominees listed below.              WITHHOLD AUTHORITY
(except as indicated to the contrary below) [ ] to vote for all
                                                      nominees listed
                                                      below [ ]

      GERALD HELLERMAN
      PHILLIP GOLDSTEIN

      If you wish to withhold authority to vote for the election of any 
      individual nominee, write the name of that nominee below:

      ______________________________

2.    To ratify the selection by the Board of Directors of 
PricewaterhouseCoopers LLP as the Fund's independent accountants 
for the year ending December 31, 1998:

                  FOR [   ]     AGAINST [   ]     ABSTAIN [   ]

3.    Stockholder proposal recommending that the Board of Directors
      take steps to convert the Fund to an open-end fund.

                  FOR [   ]     AGAINST [   ]     ABSTAIN [   ]
                                 


4.     Stockholder proposal to terminate the investment advisory 
       agreement between the Fund and Clemente Capital, Inc.

                  FOR [   ]     AGAINST [   ]     ABSTAIN [   ]

5.     Stockholder proposal stating that resignation of Class II and 
       Class III directors would be in the best interests of the Fund 
       and its stockholders.

                  FOR [   ]     AGAINST [   ]     ABSTAIN [   ]

6.     Stockholder proposal recommending that the Board authorize and 
       direct the Fund's officers to reimburse Phillip Goldstein for 
       reasonable fees and expenses incurred in soliciting proxies.

                  FOR [   ]     AGAINST [   ]     ABSTAIN [   ]

IMPORTANT - - PLEASE SIGN AND DATE THE [REVERSE SIDE].

SHARES WILL BE VOTED AS DIRECTED.  IF NO DIRECTION IS MADE, THIS PROXY 
WILL BE VOTED IN FAVOR OF THE ELECTION OF ALL NOMINEES NAMED ABOVE IN 
ITEM 1 AND FOR PROPOSALS 3, 4, 5 AND 6, AND WILL ABSTAIN FROM VOTING ON 
PROPOSAL 2.  THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY 
STATEMENT DATED SEPTEMBER 2, 1998, OF PHILLIP GOLDSTEIN.  THE 
UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE EXECUTED BY THE 
UNDERSIGNED RELATING TO THE SUBJECT MATTER HEREOF AND CONFIRMS ALL THAT 
THE PROXIES MAY LAWFULLY DO BY VIRTUE HEREOF.

(IMPORTANT - PLEASE FILL IN DATE)

This proxy card is provided by Phillip Goldstein, a stockholder of the 
Fund.

Please sign exactly as your name appears hereon or on proxy cards 
previously sent to you.  When shares are held by joint tenants, both 
should sign.  When signing as an attorney, executor, administrator, 
trustee or guardian, please give full title as such.  If a corporation, 
please sign in full corporate name by the President or other duly 
authorized officer.

If a partnership, please sign in partnership name by authorized person.

SIGNATURE(S)                                   Dated:      

Please sign as registered and return promptly in the enclosed envelope.  
Executors, trustees and other signing in a representative capacity 
should include their names and the capacity in which they sign.