The Benham Group
1665 Charleston Road
Mountain View, California 94043
415-967-4222
VIA EDGAR
June 3, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Capital Preservation Fund II, Inc.
1933 Act File No. 2-67189
1940 Act File No. 811-3036
Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended, the
undersigned hereby certifies that the form of prospectus and statement of
additional information that would have been filed under paragraph (b) or (c) of
Rule 497 with respect to the above-referenced issuer would not have differed
from that contained in Post-Effective Amendment No. 33, filed May 30, 1996, to
the issuer's Registration Statement on Form N-1A.
Any concerns regarding this filing should be directed to the undersigned at
415-967-9806.
Sincerely,
/s/Lisa S. Brown
Lisa S. Brown
Federal Securities Administrator
