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WARBURG, PINCUS JAPAN OTC FUND, INC.
I, the undersigned, a duly elected officer of the Warburg, Pincus Japan
OTC 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 February 25, 1997,
and (ii) the text of such amendment was filed electronically.
IN WITNESS WHEREOF, I have signed this Certificate on this 27th day of
February, 1997.
WARBURG, PINCUS JAPAN OTC FUND, INC.
By:/s/Janna Manes
Name: Janna Manes
Title: Assistant Secretary
