Bull & Bear Advisers, Inc.
11 Hanover Square
New York, NY 10005
September 18, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
VIA EDGAR
Re: Bull & Bear Funds II, Inc. -- File No. 2-57953
Rule 497(j) Certification
Dear Sir or Madam:
Pursuant to section (j) of Rule 497 under the Securities Act of 1933,
as amended, Bull & Bear Funds II, Inc. ("Registrant") hereby certifies:
1. The form of prospectus and Statement of Additional Information that
would have been filed under paragraph (b) or (c) of Rule 497 would not
have differed from that contained in the Registrant's most recently
filed registration statement; and
2. The text of the Registrant's most recent registration statement has
been filed electronically.
Should you have any questions or require any additional information,
please do not hesitate to contact me directly at (212) 785-0900, extension 208
or Thomas B. Winmill at extension 222. Thank you very much.
Very truly yours,
BULL & BEAR ADVISERS, INC.
By: William J. Maynard
Vice President
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