WARBURG PINCUS TRUST
N-8A, 1995-03-17
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM N-8A

                         NOTIFICATION OF REGISTRATION
                     FILED PURSUANT TO SECTION 8(a) OF THE
                        INVESTMENT COMPANY ACT OF 1940



          The undersigned investment company hereby notifies the Securities
and Exchange Commission that it registers under and pursuant to the provisions
of Section 8(a) of the Investment Company Act of 1940 and in connection with
such notification of registration submits the following information:

                       ----------------------------

Name:     WARBURG, PINCUS TRUST

Address of Principal Business Office (No. & Street, City,
     State, Zip Code):

                             466 Lexington Avenue
                         New York, New York 10017-3147
            Telephone Number (including area code):  (212) 878-0600

               Name and address of agent for service of process:

                              Mr. Eugene P. Grace
                             Warburg, Pincus Trust
                             466 Lexington Avenue
                         New York, New York 10017-3147

                                  Copies to:

                            Rose F. DiMartino, Esq.
                           Willkie Farr & Gallagher
                              One Citicorp Center
                             153 East 53rd Street
                           New York, New York 10022

Check Appropriate Box:

     Registrant is filing a Registration Statement pursuant to Section 8(b) of
     the Investment Company Act of 1940 concurrently with the filing of Form
     N-8A:  Yes [x]    No [ ]


















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                                  SIGNATURES


          Pursuant to the requirements of the Investment Company Act of 1940,
the registrant has caused this notification of registration to be duly signed
on its behalf in the City of New York and State of New York on the 17th day of
March, 1995.



                              WARBURG, PINCUS TRUST




                              By: /s/ Arnold M. Reichman
                                  Arnold M. Reichman
                                  President, Chief Executive
                                   Officer and Trustee


ATTEST:


/s/ Stephen Distler
Stephen Distler
Vice President, Treasurer,
 Chief Accounting Officer
 and Chief Financial Officer
























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