THE JAPAN FUND &lt;JPN> GETS BUYOUT OFFER

  The Japan Fund Inc said it has received
  an unsolicited offer from &lt;Sterling Grace Capital Management
  LP>, acting together with certain other persons and entities,
  to purchase all the assets of the fund at five pct below its
  aggregate net asset value.
      The Japan Find said tne deal is subject to obtaining
  satisfactory financing and a due diligence review.
      It added that the proposal has been referred to its Board
  of Directors for consideration.
  

