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WARBURG, PINCUS INSTITUTIONAL FUND, INC.
I, the undersigned, a duly elected officer of the Warburg, Pincus
Institutional 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
January 28, 1997, and (ii) the text of such amendment was filed electronically.
IN WITNESS WHEREOF, I have signed this Certificate on this 29th day of
January, 1997.
WARBURG, PINCUS INSTITUTIONAL FUND, INC.
By:/s/Janna Manes
Name: Janna Manes
Title: Assistant Secretary
