February 18, 1997
VIA EDGAR SYSTEM
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Eastcliff Funds, Inc.
File Nos. 33-06836 and 811-04722
Rule 497(j) Certification
Ladies & Gentlemen:
The undersigned officer of Eastcliff Funds, Inc. (the "Company")
does hereby certify pursuant to Rule 497(j) promulgated under the
Securities Act of 1933, as amended:
1. that the form of prospectus and statement of additional
information that would have been filed under paragraph (c) of Rule 497
promulgated under the Securities Act of 1933, as amended, would not have
differed from that contained in Post-Effective Amendment No. 15 to Form N-
1A Registration Statement filed by the Company on February 13, 1997, which
is the most recent amendment to such registration statement; and
2. that the text of Post-Effective Amendment No. 15 was filed
with the Securities and Exchange Commission by direct transmittal through
the EDGAR system on February 13, 1997.
Very truly yours,
EASTCLIFF FUNDS, INC.
By: /s/ Sarah A. Hillesheim
Sarah A. Hillesheim
Vice President & Assistant Secretary
