Godfrey & Kahn, S.C.
Attorneys at Law
780 North Water Street
Milwaukee, Wisconsin 53202
Tele: (414) 273-3500 Fax: (414) 273-5198
October 1, 1999
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Badgley Funds, Inc. (Registration Nos. 333-51431; 811-8769)
Ladies and Gentlemen:
Pursuant to Rule 497(c) under the Securities Act
of 1933, as amended (the "Securities Act"), on behalf
of Badgley Funds, Inc. (the "Company"), we hereby
file the Company's final form of Prospectus. Post-
Effective Amendment No. 2 to the Company's Registration
Statement became effective on September 28, 1999,
pursuant to Rule 485(b) under the Securities Act.
In addition, in lieu of filing the Company's final
form of Statement of Additional Information ("SAI")
pursuant to Rule 497(j) under the Securities Act, we
hereby certify that (i) the final form of SAI that
would have been filed under Rule 497(c) would not have
differed from that contained in Post-Effective
Amendment No. 2 to the Company's Registration Statement
and (ii) the text of Post-Effective Amendment No. 2 was
filed electronically via Edgar on September 28, 1999.
If you have any questions regarding this filing,
please do not hesitate to contact the undersigned.
Very truly yours,
GODFREY & KAHN, S.C.
/s/ Renee Hardt Torr
Renee Hardt Torr
RH:ica
Enclosure
cc: Lily Chiu - SEC
Otis P. Heald III - Badgley
Freddie Jacobs, Jr. - Firstar
Scott A. Moehrke- G&K
