THE JAPAN FUND, INC. [LOGO]
Supplement to Prospectus
Dated May 1, 1998
On December 22, 1997, Zurich Insurance Company ("Zurich") entered into an
agreement with B.A.T Industries p.l.c. ("B.A.T") pursuant to which the financial
services businesses of B.A.T will be combined with Zurich's businesses
(including Zurich's 70% interest in Scudder Kemper Investments, Inc., the Fund's
investment adviser ("Scudder Kemper")), to form a new global insurance and
financial services company known as Zurich Financial Services. After the
transaction is completed, by way of a dual holding company structure, current
Zurich shareholders will own approximately 57% of the new organization, with the
balance owned by B.A.T's current shareholders.
The transaction is expected to close in the third quarter of 1998. Upon
consummation of the transaction, The Japan Fund, Inc.'s investment management
agreement with Scudder Kemper will be deemed to have been assigned and,
therefore, will terminate. The Board has approved a new investment management
agreement with Scudder Kemper, which is substantially identical to the current
investment management agreement, except for the date of execution and
termination. The new investment management agreement is to become effective upon
the termination of the current investment management agreement. The Board will
seek shareholder approval of the new investment management agreement through a
proxy solicitation that is currently scheduled to conclude in mid-December.
September 1, 1998
