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WARBURG, PINCUS MANAGED EAFE(R) COUNTRIES FUND, INC.
I, the undersigned, a duly elected officer of Warburg, Pincus Managed
EAFE(R) Countries 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
December 24, 1997, and (ii) the text of such amendment was filed electronically.
IN WITNESS WHEREOF, I have signed this Certificate on this 30th day of
December, 1997.
WARBURG, PINCUS MANAGED EAFE(R)
COUNTRIES FUND, INC.
By:/s/ Janna Manes
Janna Manes
Assistant Secretary
