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[Sutherland Asbill & Brennan Letterhead]
CATHERINE S. WOOLEDGE
DIRECT LINE: 202.383.0446
Internet:[email protected]
May 8, 2000
VIA EDGAR
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Market Street Fund, Inc.
(File Nos. 33-28889, 811-4350)
Commissioners:
On behalf of Market Street Fund, Inc. (the "Company"), we hereby
certify, pursuant to paragraph (j) of Rule 497 under the Securities Act of 1933,
as amended, that the form of prospectus and statement of additional information
("SAI") for the Company's series does not differ from the form of prospectus and
SAI contained in Post-Effective Amendment No. 26 to the Form N-1A to the
Company's Registration Statement. The Post-Effective Amendment was filed
electronically with the Securities and Exchange Commission on April 25, 2000 via
EDGARLINK.
If you have any questions or comments, please call the undersigned at
(202) 383-0446 or Stephen E. Roth at (202) 383-0158.
Sincerely,
/s/ Catherine S. Wooledge
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cc: James Bernstein, Esq.
Stephen E. Roth, Esq.
