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WARBURG, PINCUS EMERGING MARKETS FUND, INC.
I, the undersigned duly elected officer of Warburg, Pincus Emerging
Markets 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 June
30, 1995, and (ii) the text of such amendment was filed electronically.
IN WITNESS WHEREOF, I have signed this Certificate on this 3rd day of
July, 1995.
WARBURG, PINCUS EMERGING MARKETS FUND, INC.
By: /s/ Eugene L. Podsiadlo
Eugene L. Podsiadlo
Senior Vice President