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WARBURG, PINCUS EMERGING MARKETS FUND, INC.
I, the undersigned, a duly elected officer of the 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
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 EMERGING MARKETS
FUND, INC.
By:/s/Janna Manes
Name: Janna Manes
Title: Assistant Secretary