June 21, 1996
VIA EDGAR TRANSMISSION
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: The Woodward Funds
(Registration No. 333-3063)
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Ladies and Gentlemen:
This letter is intended to constitute a formal request to withdraw
Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on
Form N-14 as filed with the Commission on June 4, 1996.
Pre-Effective Amendment No. 1 was filed, pursuant to the request of
the Commission's staff, for the purpose of filing an opinion of counsel
that shares purposed to be registered by the Form N-14 will be, when
issued, legally issued, fully paid and non-assessable. This filing was made
inadvertently after the N-14 became effective on June 2, 1996.
Our intentions are to file a Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-14 for the purpose of
refiling the above mentioned opinion. Post-Effective Amendment No. 1 will
be filed on June 21, 1996.
Please feel free to call me at (215) 988-2964 with any questions
concerning this request.
Sincerely,
/s/ Mark H. Nicholas
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Mark H. Nicholas
Enclosures
cc: Richard Pforte
