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WARBURG, PINCUS INTERNATIONAL SMALL COMPANY FUND, INC.
I, the undersigned, a duly elected officer of the Warburg, Pincus
International Small Company Fund, Inc. (the "Fund"), do hereby certify that (i)
the form of Prospectus and Statement of Additional Information of the Fund 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 Fund's most recent
registration statement amendment, filed May 20, 1998, and (ii) the text of such
amendment was filed electronically.
IN WITNESS WHEREOF, I have signed this Certificate on this 3rd day of
June, 1998.
WARBURG, PINCUS INTERNATIONAL SMALL
COMPANY FUND, INC.
By: /s/Janna Manes
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Name: Janna Manes
Title: Assistant Secretary
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