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ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
(617) 951-7000
Telecopier (617) 951-7050
Writer's Direct Dial Number: (617) 951-7362
February 3, 1997
ELECTRONIC SUBMISSION - VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Cash Accumulation Trust (the "Trust")
(Registration Nos. 2-91889 and 811-4060)
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Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933 (the "1933 Act"),
the undersigned has been authorized by the Trust (1) to submit this filing in
lieu of filing definitive forms of the Trust's Prospectus and Statement of
Additional Information pursuant to Rule 497(c) under the 1933 Act and (2) to
certify that:
(i) the definitive form of Prospectus and form of Statement of Additional
Information for the Trust, each dated February 1, 1997, that would have been
filed pursuant to Rule 497(c) do not differ from the forms contained in the most
recent amendment to the Trust registration statement ("Post-Effective Amendment
No. 20"); and
(ii) Post-Effective Amendment No. 20 was filed electronically with the
Securities and Exchange Commission on January 29, 1997.
No fees are required in connection with this filing. Please direct any
questions you may have with respect to this filing to me at the number indicated
above or, in my absence, to J.B. Kittredge of this office (at 617-951-7392).
Very truly yours,
/s/ David C. Sullivan
DCS/as:3188019.01
cc: Teresa A. Wagner
Newton B. Schott, Jr.
J.B. Kittredge
