JF JAPAN OTC F<0881> - Announcement

The Stock Exchange of Hong Kong Limited takes no responsibility for 
the contents of this announcement, makes no representation as to its 
accuracy or completeness and expressly disclaims any liability 
whatsoever for any loss howsoever arising from or in reliance upon 
the whole or any part of the contents of this announcement.

JF JAPAN OTC FUND INC.
(the ''Company'')
(an exempted company incorporated with limited liability under the laws of 
the Cayman Islands)

Announcement

Change in Ultimate Shareholding Control of Manager

*  Jardine Fleming Group Ltd (''JFGL'') becomes an indirect wholly 
   owned subsidiary of Robert Fleming Holdings Ltd (''RFHL'') from 24th 
   March 1999. JFGL is the indirect ultimate parent company of JF Japan 
   OTC Management Ltd, the Manager of the Company. 

*  There is no change in the immediate shareholder of the Manager 
   but there is a change in the Manager's ultimate shareholding 
   structure. 

*  There is also no change to the Board of Directors of the Company 
   or to the day to day management of the Company. 

*  There is no impact to the shareholders of the Company.

The Board of Directors of the Company hereby announce the completion 
of the transaction whereby RFHL increased its shareholding of JFGL, 
the parent company of the Jardine Fleming Group of companies, from 
50% to 100% on 24th March 1999. On that date, JFGL became an indirect 
wholly owned subsidiary of RFHL, which in turn became the ultimate 
parent company of JFGL and its subsidiaries.

The Manager of the Company, JF Japan OTC Management Limited, is an 
indirect subsidiary of JFGL.

The Company advises that there is no change in the immediate 
shareholder of the Manager but there is a change in the Manager's 
ultimate shareholding structure. There is also no change to the Board 
of Directors of the Company or to the day to day management of the 
Company.

There is no impact to the shareholders of the Company as there is 
no change in the Manager, except as stated above.

On Behalf of the Board 
S. de L. Walters 
Director

Hong Kong, 31st March 1999