Investment Company Administration Corporation
479 West 22nd Street
New York, NY 10011
Tel: 212-633-9700
June 3, 1997
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549-1004
Re: O'Shaughnessy Funds, Inc. (the "Trust" or the "Funds")
File No. 333-7595; 811-07695
CIK No. 0001017953
Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended,
please accept this letter as certification that the final prospectuses and
statement of additional information for the Funds does not differ from that
contained in Post-Effective Amendment No. 1 to the Trust's Registration
Statement on Form N-1A (the "Amendment"). The Amendment was filed electronically
on May 19, 1997.
Please call me at 212-633-9700 if you have any questions.
Very truly yours,
Robin Berger
