COWEN STANDBY RESERVE FUND, INC.
I, the undersigned duly elected officer of Cowen Standby
Reserve Fund, Inc., do hereby certify that (i) the form of
prospectus and the Statement of Additional Information that would
have been filed under Rule 497 (c) of the Securities Act of 1933,
as amended, would not have differed from that contained in the
most recent registration statement amendment, filed January 28,
1997, and (ii) the text of such amendment was filed
electronically.
IN WITNESS WHEREOF, I have signed this Certification on
this 4th day of February, 1997.
COWEN STANDBY RESERVE FUND, INC.
By: /s/ Rodd M. Baxter
Rodd M. Baxter
Secretary
