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July 6, 1998
Securities and Exchange Commission
File Desk
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Copley Fund, Inc.
File No. 2-60951
Gentlemen:
Pursuant to Rule 497J, the Fund hereby represents that no material
changes have been made in the definitive copy of the Fund's Prospectus and
SAI contained in the referenced Registration Statement.
Sincerely,
/s/ Thomas C. Henry
Thomas C. Henry
TCH/pt
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