SecProbe.io

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                                                              September 2, 2005

Re:        THE JAPAN FUND, INC. POST-EFFECTIVE AMENDMENT TO REGISTRATION
           STATEMENT [RULE 485(A) STICKER] FILED JULY 1, 2005
           (FILE NO. 811-01090)

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington D.C. 20549
Attention: Christian Sandoe

Dear Mr. Sandoe:

         We refer to the Post-effective Amendment to Registration Statement
filed under Rule 485(a) by The Japan Fund, Inc. (the "Fund") on July 1, 2005. On
behalf of the Fund, we hereby (i) respond to the comments made by you in a
telephone conversation on August 16, 2005, and (ii) set forth the revisions to
the Post-effective Amendment to Registration Statement (the "Registration
Statement") related to your comments that the Fund intends to include in the
sticker amendment in the Registration Statement (the "Sticker"). Capitalized
terms not defined herein have the meaning assigned to them in the Registration
Statement. To assist your review, a copy of the Sticker and a copy of Part C of
the Registration Statement each black lined to show changes from the July 1,
2005 filing accompany this letter (each referred to herein as the "Blackline").

         No revisions have been made to the May 1, 2005 Prospectus or Statement
of Additional Information ("SAI"). As we have previously discussed, this
amendment is in the form of a sticker to avoid having the Fund pay the costs of
reprinting the May 1, 2005 prospectus, which was mailed to all shareholders. We
filed the Sticker Registration Statement (with the revisions highlighted
in the Blackline documents enclosed herewith) under Rule 485(b) on August 31,
2005, for effectiveness on September 1, 2005.

         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 on
the proposed disclosure in the Registration Statement do not foreclose the
Securities and Exchange Commission ("SEC") 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 SEC or any person under the federal
securities laws of the United States.

<PAGE>
Securities and Exchange Commission     2                       September 2, 2005

         COMMENT 1. On the first page of the Sticker, under "How Much the
Investor Pays" please move the footnotes to the Fee Table so they come before
the paragraph text discussing the Example.

         RESPONSE 1. The footnotes are located under the Fee Table and the text
has been moved to the next page. Please see the Sticker Blackline.

         COMMENT 2. In the Prospectus, under "Main Investment Strategies" and
"Principal Investment Risks" on pages 4 and 6(1) respectively, please move the
disclosures regarding securities lending to the non-principal section.

         RESPONSE 2. The securities lending disclosures have been moved to
"Other Investment Strategies" and "Other Investment Risks." Please see the
Sticker Blackline.

         COMMENT 3. In the Prospectus, under "Who Manages and Oversees the Fund"
on page 10, please add disclosure that the Board's Approval of Existing Advisory
and Sub-Advisory Agreements is available in the Fund's shareholder report.

         RESPONSE 3. The disclosure has been added. Please see the Sticker
Blackline.

         COMMENT 4. In the Prospectus, under "Frequent Purchases and Redemption
of Shares" on page 20, please confirm that the listed procedures are all the
procedures designed to deter short-term or excessive trading or time zone
arbitrage. Also please change the phrase "The Fund's procedures include" to a
more concrete statement.

         RESPONSE 4. We confirm that these are all the procedures and processes
designed to deter short-term or excessive trading or time zone arbitrage. In the
next annual update of the Prospectus the new phrase "The Fund's procedures and
processes to deter short-term or excessive trading or time zone arbitrage are:"
will replace the existing phrase and the bullets will be modified as follows:

         o        the imposition of a...

         o        the reservation of the right to...

         o        the utilization of fair valuation...

----------
(1) All page references in this letter are to the Post-effective Amendment to
    Registration Statement filed under Rule 485(a) by the Fund on July 1, 2005.

<PAGE>
Securities and Exchange Commission     3                      September 2, 2005

         COMMENT 5. In the Statement of Additional Information ("SAI"), on page
22, under "The Portfolio Manager," is the Portfolio manager's salary a fixed
base salary? If so please state that.

         RESPONSE 5. FMR, the Fund's adviser, has advised us that each manager's
base salary is determined for each year. FMR has provided the following modified
disclosure (UNDERLINED added):

         "As of December 31, 2004, portfolio manager compensation generally
consists of a FIXED base salary DETERMINED periodically (TYPICALLY ANNUALLY), a
bonus and, in certain cases, participation in several types of equity-based
compensation plans. A portion of each portfolio manager's compensation may be
deferred based on criteria established by Fidelity International Limited (FIL),
an affiliate of FMR, or at the election of the portfolio manager."

         The above disclosure has been added to the Sticker. Please see the
Blackline.

         COMMENT 6. In the SAI, on page 22, under "The Portfolio Manager," in
the second full paragraph, in the statement following (i), please identify all
benchmark index and/or other benchmarks.

         RESPONSE 6. In our April 2005 response letter we advised you:

         "FMR has advised the Fund that the Fund's investment manager is
compensated based on relative peer group performance only, consistent with the
Sub-Advisor's model in Japan. This differs from the FMR US model (which uses
both relative peer and index data). The following phrase has been deleted from
(i) `and relative to a benchmark index, if applicable,'."

         In addition, please see existing disclosure in the second full
paragraph on page 22 of the SAI which states:

         "A substantial portion of the portfolio manager's bonus is linked to
the Fund's pre-tax investment performance within the Lipper Japan Funds
Objective, adjusted by FMR to exclude the performance of Japan small company
funds."

         In response to your comment FMR has provided the following statement:

         "We do not believe that it would be material to a customer's investment
decision to disclose the names of the many benchmark indices and peer groups
that are relevant to the calculation of a portion of a portfolio manager's
compensation. In fact, because of the extensive number and range of benchmarks
and peer groups that would need to be provided as part of the portfolio
manager's compensation under section (ii) of the disclosure above, we believe
adding this information would not be helpful and instead could obscure the

<PAGE>

Securities and Exchange Commission     4                      September 2, 2005

existing disclosure that is required to be included. For domestic equity
portfolio managers, a portion of their compensation is linked to the performance
of all Fidelity equity funds, which at present would require disclosure of over
128 additional benchmark indices and 46 additional peer groups. For those equity
funds which invest in international equities through a subadviser, disclosure of
an additional 90 benchmark indices and 56 peer groups could be required. There
are also underlying indices used to structure composite benchmarks for certain
equity funds which, when disaggregated, would increase the total number of
benchmark indices even further. In addition, for certain institutional accounts,
a benchmark index may be customized by a third-party provider using the name of
the institutional client. Fidelity would not be able to disclose the custom
benchmark without specific authorization from the client which may not be
granted.

         In our SAIs, we do disclose the manager's compensation structure and
methodology as it relates to the fund. Item 15(b) of Form N-1A requires a
discussion of the type of compensation received by a portfolio manager, the
criteria on which that compensation is based, including whether (and if so, how)
compensation is based on fund pre-- or after--tax performance over a certain
time period, and whether compensation is based on the value of assets held in
the fund's portfolio. As the Item instructs, if compensation is based solely or
in part on fund performance, as FMR portfolio manager compensation is currently
structured, we have identified the benchmark index used to measure fund
performance, and relevant peer groups which are used as an additional measure of
fund performance, and have stated the time period over which performance is
measured. We do not read Item 15 (b) of Form N1-A to require identification of
all benchmark indices upon which a portfolio manager's compensation is based.
The very purpose of the introduction of Item 15 to the Form was to provide
information on the way in which the manager's compensation is (if it is) based
on the fund's performance, and if so, how. It plainly is relevant to know if the
manager's compensation is based on the fund's performance relative to an index,
what that index is. If the index is not closely correlated to the fund's
investment objective, that would be a source of concern, for example. Naturally,
Item 15(b) calls for that very information, as it should. But we read Item 15(b)
to speak to compensation paid in relation to the fund's performance, and not to
speak to other accounts. We read the Form as we do, because we think to do
otherwise produces "disclosure" that will not convey meaningful information. We
note that there is no other section or instruction in Item 15 that specifically
requires the disclosure of a benchmark index, either for performance or for
compensation purposes. Other accounts are addressed in Item 15(a), in various
ways: the number is disclosed, as is the aggregate amount, and the total assets
of other accounts that have performance fees. But there is no disclosure of
their investment objectives. It would have been simple to state that the
objectives of the other accounts should be disclosed as a part of Item 15(a),
but the Commission did not deem that information relevant to investors. Since
the objectives of the other accounts are not disclosed, what purpose would be

<PAGE>

Securities and Exchange Commission     5                      September 2, 2005

gained by disclosing, in response to item 15(b), the benchmarks against which
the manager is compensated on those accounts? Instruction 3 of Item 15(b)
requires a description of the structure of, and the method used to determine,
any compensation received by the portfolio manager from the fund, the fund's
investment adviser, or any other source with respect to management of the fund
and any other accounts included in the response to paragraph (a)(2) of Item 15.
The description must clearly describe any differences between the method used to
determine the portfolio manager's compensation with respect to the fund and
other accounts. We do disclose this information in section (i) of the disclosure
above, following a description of the portfolio manager's compensation for the
fund. This instruction, however, does not require the disclosure of performance
benchmarks for each of the accounts or other assets managed, unlike the language
which specifically requires the disclosure of performance benchmarks for the
fund. Item 15(a)(3) requires an aggregate summary of the number of accounts and
total assets in accounts with respect to which the advisory fee is based on the
performance of the account, but does not require disclosure of the benchmarks
upon which the performance fee(s) are based. Item 15(a)(4) requires a disclosure
of material conflicts including material conflicts between the investment
strategy of the fund and the investment strategy of other accounts managed by
the portfolio manager, but does not require a listing of the benchmarks for each
account. This would have been very simple to include, if the Commission thought
them relevant. Nor is disclosure of other account benchmarks needed to disclose
the information the Commission deems material: whether or not the other accounts
pay a performance fee, and the fund does not. Knowing that is important. But
knowing that the performance fee is based on the Russell 2000 is just not
relevant, and, more importantly, is simply not called for by the Form
instruction. We believe it is not called for BECAUSE the information has no
relevance.

         Since we cannot perceive any value to investors in disclosing indices
related to other accounts, without knowing enough about those other accounts to
make sense of the significance of the benchmarks (if any), we respectfully
submit that the Form can and should be interpreted in a way that makes good
sense and aligns perfectly with the purposes of the Commission in adding Item 15
in its current form. We believe that Item 15(a) calls for all the information on
other accounts that is required. We believe that Item 15(b) requires an
explanation of the link between the manager's compensation and the fund, and in
that context, the identity of any benchmark. We believe that it is required by
instruction 3 to disclose differences IN THE METHOD of compensation used for
other accounts (particularly performance fees), if any. But we believe that
disclosure of methodological differences does not entail disclosure of the
benchmarks used on the other accounts.

         We respectfully request that the staff reconsider its comment."
<PAGE>
Securities and Exchange Commission     6                       September 2, 2005

         Based on the foregoing we respectfully request that the staff
reconsider its comment or defer its comment until this matter is resolved with
FMR.

         COMMENT 7. In the SAI, under "Board Approval of Existing Advisory and
Sub-Advisory Agreements," on page 51, in the second full paragraph, please
specify how the Advisor's fees and investment performance compared relative to
others in its peer group (e.g., higher, lower).

         RESPONSE 7. In response to your comment in April the following adviser
fee disclosure was included in the May 1, 2005 SAI:

"The Board noted that the Fund's management fee (excluding the administration
fee) was slightly lower than the average and median of the other funds in its
Lipper category, that the Fund's management fee (including the administration
fee) was slightly higher than the average and median of other funds in its
Lipper category and that its overall operating expenses were lower than the
average and median of funds in its Lipper category."

         The Fund's shareholder report for the period ended June 30, 2005
contains the above disclosure as well as the following disclosure regarding the
Fund's investment performance compared relative to others in its peer group
(e.g., higher, lower) (For your convenience we have underlined the sentence
containing the specific comparison disclosure):

"INVESTMENT PERFORMANCE. The Board also reviewed the Fund's investment
performance during the time the Advisor and Sub-Advisors managed the Fund and
compared it to prior performance of the Fund with its previous adviser, as well
as to the performance of a peer group of mutual funds, and the performance of an
appropriate index. ALTHOUGH, AS NOTED IN THE ANNUAL SHAREHOLDER REPORT, THE
FUND'S ONE YEAR RESULTS WERE BELOW THE INDEX, THE RESULTS WERE WITHIN THE RANGE
(ALTHOUGH SLIGHTLY BELOW THE A