<DOCUMENT>
<TYPE>EX-99.2B(3)
<SEQUENCE>4
<FILENAME>a2078082zex-99_2b3.txt
<DESCRIPTION>EXHIBIT 99.2.B(3)
<TEXT>
<Page>

                           THE JAPAN EQUITY FUND, INC.

                    Amendment to Amended and Restated By-Laws

                                December 7, 2001


         The first sentence of Article I, Section 3 of the Amended and Restated
By-Laws of the Corporation, be and it hereby is, amended to read as follows:

                  Special or extraordinary meetings of the stockholders for any
                  purpose or purposes may be called by the Chairman, the
                  President or a majority of the Board of Directors, and shall
                  be called by the Secretary upon receipt of the request in
                  writing signed by stockholders holding not less than a
                  majority of the common stock issued and outstanding and
                  entitled to vote thereat.


         Article II, Section 2 of the Amended and Restated By-Laws of the
Corporation, be and it hereby is, amended to read as follows:

                  In case of any vacancy in the Board of Directors through
                  death, resignation or other cause, other than an increase in
                  the number of Directors, a majority of the remaining
                  Directors, although a majority is less than a quorum, by an
                  affirmative vote, may elect a successor to hold office for the
                  remainder of the full term of the class of Directors in which
                  the vacancy occurred.

</TEXT>
</DOCUMENT>
