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WARBURG, PINCUS JAPAN GROWTH FUND, INC.
I, the undersigned, a duly elected officer of the Warburg, Pincus Japan
Growth Fund, Inc., do hereby certify that (i) the form of Prospectus and
Statement of Additional Information that would have been filed under Rule
497(c) of the Securities Act of 1933, as amended, would not have differed from
that contained in the most recent registration statement amendment, filed
July 1, 1996, and (ii) the text of such amendment was filed electronically.
IN WITNESS WHEREOF, I have signed this Certificate on this 3rd day of
July, 1996.
WARBURG, PINCUS JAPAN GROWTH FUND, INC.
By: /s/ Janna Manes
Name: Janna Manes
Title: Assistant Secretary
