C/FUNDS GROUP, INC.
P. O. Box 622
Venice, FL 34284-0622
(941) 488-6772
FILED VIA EDGAR
March 5, 1998
Securities and Exchange Commission
Filing Desk
450 5th Street NW
Washington, DC 20549
Re: File #2-96218d, 1993 Act re registration of C/FUNDS GROUP, INC.
File #811-4246, 1940 Act re registration of C/FUNDS GROUP, INC.
Dear Commission:
I hereby certify that the form of Prospectus and Statement of
Additional Information that would have been filed under Rule 497(c)
would not have differed from that contained in the most recent
registration statement or amendment filed March 2, 1998.
I further certify that the text of the most recent registration
statement or amendment has been filed electronically with the EDGAR
system.
This certification is to comply with the "Definitive Material"
requirement. If there is any further information required, please
contact our office as soon as possible.
Sincerely,
Roland G. Caldwell, Jr.
President
