SecProbe.io

CORRESP
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   mar3105_corresp

Davis Polk & Wardwell

450 Lexington Avenue

New York, NY 10017

(212) 450-4000

April 1, 2005

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, D.C. 20549

Attention: Christian Sandoe

Re:

The Japan Fund, Inc.

Preliminary Proxy Statement and Related Materials filed March 10, 2005

(File No. 811-01090)

Dear Mr. Sandoe:

       We refer to the Preliminary
Proxy Statement on Schedule 14A and related materials filed by The Japan Fund,
Inc. (the “Fund”)
on March 10, 2005. On behalf of the  Fund, we hereby (i) respond to the comments
made by you in a telephone conversation on March 18, 2005 and (ii) as discussed
with you in a telephone conversation yesterday, set forth additional revisions
to the Preliminary Proxy Statement not related to your comments that the Fund
intends to incorporate in the Definitive Proxy Statement when it is filed. Capitalized
terms not defined herein have the meaning assigned to them in the Preliminary
Proxy Statement. To assist in your review, the pages of the Preliminary Proxy Statement
that contain revisions have been attached to this letter (as Appendix 1) and
have been marked to show the revisions made (such attached pages are collectively
referred to herein as the “Blackline”).

       As an initial matter, the Fund acknowledges that the adequacy and accuracy of the disclosure in the filing is the responsibility of the Fund. The Fund acknowledges that staff comment or changes in response to staff comment in the
proposed disclosure in the proxy statement do not foreclose the Commission from taking any action with respect to the filing. The Fund acknowledges that it may not assert staff comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.

I. Responses to SEC Comments.

       Set forth below are the Fund’s responses to your comments.

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Comment 1. You indicated that the third sentence of the fourth full paragraph of the first page of the Chairman’s letter to shareholders was unclear because it could be read to mean
that the Board could increase the 12b-1 Fee by 0.10% each year.

Response 1. The Fund
confirms that the 12b-1 Fee may only be raised up to a maximum of 0.25% of the
Fund’s average daily net assets. To remove any uncertainty, the sentence
has, as shown on the Blackline, been revised to read as follows:

    “After the first year, the Board will have the option to increase the 12b-1 fee by an additional 0.10% of the Fund's average daily net assets.”

Comment 2. You asked that the Fund put into bold-face type the last paragraph of the first page of the Preliminary Proxy Statement, which describes how shareholders may request copies of the
Fund’s periodic reports.

Response 2. The Fund, as shown on the Blackline, has put that paragraph into bold-face type as you have requested.

Comment 3. You indicated that the Fund should provide, in the table on page 4 of the Preliminary Proxy Statement, the principal occupation (or occupations) of Mr. J. Douglas Azar since
October 2000.

Response 3. As shown on the Blackline, the table has been revised to show that Mr. Azar has been retired since October 2000.

Comment 4. As your final comment, you stated that the Fund should indicate, in the table on page 4 of the Preliminary Proxy Statement, the nature of Mr. Lynn S. Birdsong’s work as a
self-employed consultant.

Response 4. As shown on the Blackline, the table has been revised to show that Mr. Birdsong is a self-employed consultant in the asset management industry.

II. Additional Revisions to the Preliminary Proxy Statement.

       In addition to the revisions discussed above that were made in response to your comments, several additional revisions have been made to the Preliminary Proxy Statement and related materials. The Fund intends to incorporate these
revisions in the Definitive Proxy Statement when it is filed. All of these

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additional revisions are shown on the Blackline as well. Please note that because the form of proxy card is difficult to read as rendered in the Blackline, I have attached a clean copy of it following the Blackline as Appendix 2.

       Thank you very much for
your assistance with this filing. If you have any questions regarding this matter
today, please do not hesitate to contact either the undersigned
at (212) 450-4930 or Susan Baker at (212) 450-4291. After April 1, 2005, please
contact Ms. Baker.

Sincerely,

/s/ Gregory S. Rowland

Gregory S. Rowland

Attachments

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APPENDIX 1 — BLACKLINE

[April] [], 2005

Dear Shareholder:

     I am writing to ask you for your vote at the Special Meeting of Shareholders on June 1, 2005, where shareholders
will be asked to elect directors to serve on the Fund’s Board of Directors and to approve a Rule 12b-1 distribution and shareholder servicing plan to permit the Fund to pay for certain marketing and distribution expenses. While you are, of
course, welcome to join us at the Special Meeting of Shareholders, most shareholders cast their vote by filling out, signing, and returning the enclosed proxy card.

     Four of the current directors of the Fund—Shinji Fukukawa, Takeo Shiina, Yasuo Kanzaki, and I—are approaching the mandatory retirement age established by the Fund for directors. In light of
the impending retirement of these directors, the Board of Directors of the Fund has determined that it would be in the best interest of the Fund to elect a slate of directors composed of several current members of the Board plus two candidates who
would be new to the Board. This will permit the new directors to serve with current members of the Board of Directors and benefit from their accumulated knowledge and experience so as to ensure an orderly transition as Messrs. Fukukawa, Shiina, and
Kanzaki and I retire over the next several years. Shareholder election of this slate will also give the Fund additional flexibility in satisfying certain legal requirements regarding the number of shareholder-elected directors.

     With respect to the 12b-1 plan, if it is approved by shareholders, the plan will replace the Fund’s current shareholder servicing plan and also permit the Fund to undertake certain marketing and
distribution activities itself. The Board believes that the marketing and distribution activities permitted by the 12b-1 plan could, among other things, help to expand the shareholder base and size of the Fund and lower the expense ratio over time
for shareholders.

     For at least one year following shareholder approval of the 12b-1 plan, the fee chargeable under the plan will be no greater than the current shareholder servicing fee, which will be eliminated upon
approval of the plan. Thus, the 12b-1 fee will not increase the total level of fees currently paid by the Fund for at least one year. After the first year, the Board will have the option to increase the 12b-1 fee by an additional 0.10% of the Fund's
average daily net assets on an annual basis. The Board will increase the 12b-1
fee, however, only if it is deemed necessary to achieve marketing and distribution goals that are in the best interest of the Fund and its shareholders.

     Please take the time to read the enclosed materials. The Proxy Statement itself provides greater detail about the proposals and why they are being made. The Board recommends that you read the enclosed
materials carefully and vote in favor of both proposals.

     To vote, simply fill out the enclosed proxy card—be sure to sign and date it—and return it to us in the enclosed postage-paid envelope. If you prefer, you can save time by voting through the
Internet or by telephone as described on the enclosed proxy card.

THE JAPAN FUND, INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

     Please take notice that a Special Meeting of Shareholders of The Japan Fund, Inc. (the “Fund”) will be held at the offices of Davis Polk & Wardwell located at 450 Lexington Avenue, New York, New York, on Wednesday, June 1, 2005, at 4:30 p.m., Eastern Time (the “Meeting”), for the purpose of voting on the following two proposals (the “Proposals”) and to transact such other business, if any,
as may properly come before the Meeting:

Proposal 1: To elect directors of the Fund; and

Proposal 2: To approve a Rule 12b-1 distribution and shareholder servicing plan for the Fund.

     The Board recommends that shareholders vote FOR each
Proposal.

     The persons named as proxies will vote in their discretion on any other business that may properly come before the Meeting or any adjournments or postponements thereof.

     Holders of record of shares of the Fund at the close of business on March 21, 2005 are entitled to vote at the Meeting and at any adjournments or postponements thereof. Shareholders are entitled to
one vote for each share held. The Meeting will constitute the annual meeting of shareholders of the Fund for the year
2005.

     In the event that the necessary quorum to transact business or the vote required to approve any Proposal is not obtained at the Meeting, the persons named as proxies may propose one or more
adjournments of the Meeting, in accordance with applicable law, to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at
the Meeting. If the necessary quorum is not obtained, the persons named as proxies will vote in favor of adjournment. If the necessary quorum is obtained, but the vote required to approve a Proposal is not obtained, the persons named as proxies will
vote FOR any such adjournment those proxies which they are entitled to vote in favor of that Proposal and will vote AGAINST any such adjournment those proxies to be voted against that Proposal.

By Order of the Board,

Sofia Rosala

Secretary

[April] [], 2005

IMPORTANT—We urge you to sign and date the enclosed proxy card and return it in the enclosed addressed envelope which requires no postage (or to take advantage of the electronic or telephonic voting procedures described on
the proxy card). Your prompt return of the enclosed proxy card (or your voting by other available means) may save the necessity and expense of further solicitations. If you wish to attend the Special
Meeting of Shareholders and vote your shares in person at that time, you will still be able to do so.

THE JAPAN FUND, INC.

225 Franklin Street, 26th Floor

Boston, MA 02110-2801

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

(Definitive copy intended to be filed by April 1, 2005)

General

     This Proxy Statement is being furnished to shareholders of The Japan Fund, Inc. (the “Fund”). The Board of Directors (the
“Board,” the directors of which are referred to as the “Directors”) of the Fund is soliciting proxies from the
shareholders of the Fund for use at the Special Meeting of Shareholders of the Fund to be held at the offices of Davis Polk & Wardwell located at 450 Lexington
Avenue, New York, New York 10017, on Wednesday, June 1, 2005, at 4:30 p.m., Eastern Time, or at such later time made necessary by any and all adjournments or postponements thereof (the “Meeting”) for the purpose of voting on the following two proposals (the “Proposals”) and to transact such other business, if any, as may properly come before the
Meeting:

Proposal 1: To elect directors of the Fund; and

Proposal 2: To approve a 12b-1 distribution and shareholder servicing plan for the Fund.

     This Proxy Statement, the Notice of Special Meeting, and the proxy card are first being mailed to shareholders on
or about [April] [], 2005 or as soon as practicable thereafter.

     The Fund provides periodic reports to its shareholders that highlight relevant information, including investment results and a review of portfolio changes. You may receive an additional copy of the
most recent annual report for the Fund and the most recent semi-annual report for the Fund succeeding the annual report, without charge, by calling 1-800-53-JAPAN or writing the Fund, at the address shown above.

     indeterminate period. In the unanticipated event that any nominee for Director cannot be a candidate at the Meeting, the appointed proxies will vote their proxy in favor of the remaining nominees and,
in addition, in favor of such substitute nominee (if any) as the Board shall designate. Alternatively, the proxies may vote in favor of a resolution reducing the number of Directors to be elected at the Meeting.

     The Board considers possible candidates to fill vacancies on the Board recommended to it by the Nominating Committee of the Board, which also reviews the qualifications of candidates recommended by
shareholders and others. The Board recommends the slate of Director candidates to be proposed for election by shareholders and sets policies regarding retirement from the Board. Shareholders wishing to recommend any candidate for Director should
submit in writing a brief description of the candidate’s business experience and other information relevant to the candidate’s qualifications to serve as a Director. Submissions should be mailed to the Secretary of the Fund at the address
for the Fund given at the beginning of this Proxy Statement.

Information Concerning Nominees and Directors

     The following table sets forth certain information concerning each of the nominees for Director. No current Director who is not among the nominees for Director will continue to serve on the Board
following the Meeting. The current address of all of the nominees is c/o The Japan Fund, Inc., 225 Franklin Street, 26th Floor, Boston, MA 02210-2801. Each individual’s age is in parentheses after his name. As set forth in the chart below, one
of the nominees is considered by the Fund to be an “interested person” of the Fund as defined in the 1940 Act (an “Interested Person”). The term of office for each
nominee elected Director will be until the next annual meeting of stockholders and until the election and qualification of a successor, or until such Director sooner dies, resigns or is removed as provided in the governing documents of the Fund.
Because the Fund does not generally hold an annual meeting of stockholders, each nominee elected Director will hold office for an indeterminate period. Of the two nominees
for Director who are not current Directors, Mr. Azar was recommended to the Nominating Committee by a non-management Director and an executive officer of the Fund (who is not affiliated with any of the Fund’s service providers), each of whom is
also a security holder of the Fund, and Mr. Nagayama was recommended to the Nominating Committee by a non-management Director.

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Non-Interested Nominees

Name, Age and

Position(s) Held

with the Fund

Length of

Time Served

Principal

Occupation(s)

During Past 5 Years

No. of

Portfolios in

Fund Complex

Overseen

Other Directorships

Held

J. Douglas Azar
(59); nominee
for Director

Has not yet
served as
Director

Retired, October
2000 to present;
Chief Executive
Officer, US Retail
Financial Services,
ING (insurance),
April 2000 to
October 2000; Senior
Executive Japan,
American
International Group
(insurance),
September 1996 to
April 2000

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Meritage, Inc.
(machine tool
distribution)

Lynn S.
Birdsong (58);
Director and
nominee for
Director

2003
to
present

Self-employed
consultant, April in
the asset
management
industry, November
2002 to present;
Partner, George
Birdsong Co.
(specialty
advertising), January
1981 to present;
Managing Director,
Zurich Scudder
Investment (asset
management),
January 1979 to April
2002

1

The Hartford Funds;
Atlantic Whitehall
Funds; Berkshire Farm
for Youth

Shinji Fukukawa
(73)
Director and
nominee for
Director

2001
to
present

Executive Advisor,
Dentsu Inc.
(advertising), July
2002 to present;
Senior Advisor,
Global Industrial and
Social Progress
Research Institute
(think tank),