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May 1, 1998
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Re: ProFunds (the "Trust")
File Nos.: 333-28339/811-08239
Rule 497(j) Filing
Ladies and Gentlemen:
This letter is being transmitted by means of electronic submission by the
Corporation pursuant to Rule 497(j) under the Securities Act of 1933, as amended
(the "Act"), and Regulation S-T.
The undersigned hereby certifies that the definitive Prospectus relating to Bull
ProFund, UltraBull ProFund, Bear ProFund, UltraBear ProFund, UltraOTC ProFund
and Money Market ProFund dated April 24, 1998, which would have been filed by
the Trust pursuant to Rule 497(c) of the Act, does not differ from that which
was contained in the Trust's most recent registration statement on Form N-1A
filed pursuant to Rule 485(b) of the Act on April 24, 1998.
Please contact the undersigned at (614) 470-8096 with any questions. Thank you.
Very truly yours,
JEANETTE PEPLOWSKI
Jeanette Peplowski
Assistant Secretary to the Trust
cc: Ellen F. Stoutamire, Esq.
