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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 February
25, 1997, and (ii) the text of such amendment was filed electronically.
IN WITNESS WHEREOF, I have signed this Certificate on this 27th day of
February, 1997.
WARBURG, PINCUS JAPAN GROWTH FUND, INC.
By:/s/Janna Manes
Name: Janna Manes
Title: Assistant Secretary
