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[ LETTERHEAD OF SIDLEY & AUSTIN ]
May 1, 1998
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. 18 under the Investment Company Act of 1940,
as amended, and Post-Effective Amendment No. 57 under the Securities Act of
1933, as amended, to the Registration Statement on Form N-1A of the Company
(the "Amendment"), filed on March 2, 1998. The effective date of the Amendment
is May 1, 1998. 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) there are substantially no changes in the form of prospectus and
Statement of Additional Information used after the effective date from that
contained in the Amendment and, accordingly, the form of prospectus and
Statement of Additional Information that would have been filed under Rule
497(c) would have been substantially the same as 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.
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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Enclosures
cc: Edith L. Cook
