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 28, 1997, and (ii) the text of such amendment was filed
electronically.
IN WITNESS WHEREOF, I have signed this Certification on
this 4th day of February, 1997.
COWEN STANDBY TAX EXEMPT RESERVE FUND, INC.
By: /s/ Rodd M. Baxter
Rodd M. Baxter
Secretary
