Hughes Hubbard & Reed LLP One Battery Park Plaza
New York, New York 10004-1482
Telephone: 212-837-6000
Facsimile: 212-422-4726
May 2, 1997
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. 39 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 30, 1997 (the
"Amendment"), and (ii) the text of the Amendment has been filed electronically.
Very truly yours,
/s/ HUGHES HUBBARD & REED LLP
