THE JAPAN FUND, INC.
Supplement to Prospectus
Dated May 1, 1997
Scudder, Stevens & Clark, Inc. ("Scudder"), the investment manager for the The
Japan Fund, Inc. (the "Fund"), has entered into an agreement with The Zurich
Group ("Zurich"), an international insurance and financial services
organization, pursuant to which Scudder will form a new global investment
organization by combining with Zurich's subsidiary, Zurich Kemper Investments,
Inc., and change its name to Scudder Kemper Investments, Inc. After the
transaction is completed, Zurich will own approximately 70% of the new
organization with the balance owned by the new organization's officers and
employees.
Consummation of the transaction is subject to a number of contingencies,
including regulatory approvals. Because the transaction would constitute an
assignment of the Fund's investment management agreement with Scudder under the
Investment Company Act of 1940, and, therefore, a termination of such agreement,
it is anticipated that Scudder will seek approval of a new agreement from the
Fund's shareholders prior to consummation of the transaction. The transaction is
expected to close in the fourth quarter of 1997.
July 18, 1997
