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WARBURG, PINCUS STRATEGIC VALUE FUND, INC.
I, the undersigned, a duly elected officer of the Warburg, Pincus
Strategic Value 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 June
27, 1997, and (ii) the text of such amendment was filed electronically.
IN WITNESS WHEREOF, I have signed this Certificate on this 1st day of
July, 1997.
WARBURG, PINCUS STRATEGIC VALUE FUND, INC.
By:/s/Janna Manes
Name: Janna Manes
Title: Assistant Secretary
