WARBURG PINCUS INTERN SMALL CO FD INC
N-18F1, 1998-07-02
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549













                 NOTIFICATION OF ELECTION PURSUANT TO RULE 18f-1

                    UNDER THE INVESTMENT COMPANY ACT OF 1940







             WARBURG, PINCUS INTERNATIONAL SMALL COMPANY FUND, INC.

                            Exact Name of Registrant



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                           NOTIFICATION OF ELECTION







     The undersigned  registered open-end investment company hereby notifies the
Securities  and Exchange  Commission  that it elects to commit  itself to pay in
cash all  redemptions by a shareholder of record as provided by Rule 18f-1 under
the  Investment  Company Act of 1940,  as amended.  It is  understood  that this
election is  irrevocable  while such Rule is in effect unless the  Commission by
order upon application permits the withdrawal of this Notification of Election.





                                    SIGNATURE





     Pursuant to the requirements of Rule 18f-1 under the Investment Company Act
of 1940, as amended,  the Registrant has caused this notification of election to
be duly executed on its behalf in the City of New York and the State of New York
on the 1st day of July, 1998.





             Signature:        WARBURG, PINCUS INTERNATIONAL SMALL
                               COMPANY FUND, INC.

                               (Name of Registrant)

                                      By:     /s/Eugene P. Grace
                                              ---------------------
                                      Name:   Eugene Grace
                                              ---------------------    
                                      Title:  Vice President and
                                              Secretary
                                              ---------------------



Attest: /s/ Janna Manes
        -----------------------
         Name: Janna Manes
               ---------------- 
         Title: Assistant Secretary
                -------------------

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