HUGHES HUBBARD & REED
One Battery Park Plaza
New York, New York 10004-1482
Telephone: 212-837-6000
Telecopier: 212-422-4726
May 3, 1996
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: M.S.B. Fund, Inc. Post-Effective Amendment No. 38 to the
Registration Statement on Form N-1A (1933 Act File No.
002-22542; 1940 Act File No. 811-1273)
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Dear Ladies and Gentlemen:
On behalf of M.S.B. Fund, Inc. (the "Registrant"), this letter certifies,
pursuant to Rule 497(j) under the Securities Act of 1933, as amended, that (i)
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 above-captioned amendment to the registration statement
of the Registrant filed on April 29, 1996 (the "Amendment"), and (ii) the text
of the Amendment has been filed electronically.
Very truly yours,
HUGHES HUBBARD & REED
