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WARBURG PINCUS INSTITUTIONAL FUND, INC.
MANAGED EAFE[R] COUNTRIES PORTFOLIO
Supplement to the Prospectus And
Statement of Additional Information
dated October 21, 1997
On October 28, 1997, the Board of Directors of Warburg Pincus Institutional
Fund, Inc. (the "Fund") approved a reorganization of the Managed EAFE[R]
Countries Portfolio, a series of the Fund, into a separate new Warburg Pincus
Fund. The reorganization, which will be accomplished on a tax-free basis,
requires shareholder approval.
Dated: October 29, 1997
WPINS-16-1097
