[Towneley Capital Management, Inc. Letterhead]
May 5, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
Attn: Office of Filings, Information and Consumer Services
Re: Eclipse Funds (the "Trust")
File Nos. 33-8865 and 811-4847
Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended, this
letter is to certify (1) that the prospectus and statement of additional
information for the above-referenced Trust do not differ from those contained in
Post-Effective Amendment No. 20 (the "Amendment") to the Trust's Registration
Statement on Form N-1A and (2) that the Amendment was filed electronically on
April 27, 2000 as Accession No. 0000945621-00-000308.
Sincerely,
/s/Sigrid A. Hess
Sigrid A. Hess
Secretary
Eclipse Funds
