COWEN STANDBY TAX EXEMPT RESERVE FUND, INC.
I, the undersigned duly elected officer of Cowen Standby Tax Exempt
Reserve Fund, Inc., do hereby certify that (i) the form of prospectus
and the Statement of Additional Information that would have been filed
under Rule 497 (c) of the Securities Act of 1933, as amended, would
not have differed from that contained in the most recent registration
statement amendment, filed January 23, 1996, and (ii) the text of such
amendment was filed electronically.
IN WITNESS WHEREOF, I have signed this Certification on this 29th day
of February, 1996.
COWEN STANDBY TAX EXEMPT RESERVE FUND, INC.
By: /s/ Rodd M. Baxter
Rodd M. Baxter
Secretary
