THE NEEDHAM FUNDS, INC.
445 Park Avenue
New York, New York 10022
April 30, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Needham Funds, Inc. (the "Fund")
Dear Sirs:
On behalf of the Fund, this letter shall serve as certification
under paragraph (j) of Rule 497 of the Securities Act of 1933, as
amended, that the form of Prospectus and Statement of Additional
Information that would have been filed pursuant to paragraph (c) of
such Rule would not have differed from that contained in the Fund's
amendment to its Registration Statement as filed electronically on
April 14, 1997.
/s/ William H. Bohnett
William H. Bohnett
Secretary
