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[SIDLEY & AUSTIN LETTERHEAD]
May 5, 1997
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Mathers Fund, Inc. (the "Company")
File Nos. 884-1311 and 2-23727
Ladies and Gentlemen:
We refer to Amendment No. 17 under the Investment Company Act of 1940,
as amended, and Post-Effective Amendment No. 56 under the Securities Act of
1933, as amended, to the Registration Statement on Form N-1A of the Company
(the "Amendment"), filed on April 30, 1997. The Amendment is the most recent
amendment filed by the Company.
The Company has authorized us to convey to the Commission its
certification that:
(1) the form of prospectus and Statement of Additional Information
that would have been filed under Rule 497(c) would not have differed from that
contained in the Amendment, and
(2) the text of the Amendment has been filed electronically.
Accordingly, as permitted by Rule 497(j), the form of prospectus and
Statement of Additional Information that would have been filed by the Company
under Rule 497(c), are not being filed.
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[SIDLEY & AUSTIN LETTERHEAD]
Securities and Exchange Commission
May 5, 1997
Page 2
Should the Staff have any questions relating to the foregoing, please
contact the undersigned at 312/853-7027.
Very truly yours,
/s/ Sandip K. Beri
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Sandip K. Beri
Enclosures
cc: Edith L. Cook
