SIMPSON THACHER & BARTLETT
425 Lexington Avenue
New York, New York 10017
July 6, 1998
Re: Mutual Fund Group (Registration Statement
File Nos. 33-14196 and 811-8151)
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Dear Sir or Madam:
On behalf of Mutual Fund Group (the "Company"), and pursuant to
Rule 497(j) of the Securities Act of 1933, as amended (the "Securities Act")
we hereby certify that the definitive forms of prospectuses and statement of
additional information that would have been filed on behalf of the Company in
accordance with Rule 497(c), each dated June 30, 1998, do not differ from
those contained in the most recent amendment to the Company's Registration
Statement on Form N-1A, the text of which was filed electronically with the
Securities and Exchange Commission on June 29, 1998.
Any questions or communications concerning this certification should be
directed to Robert Kaner at 212-455-3275 or Nick Patnaik at 212-455-3193 of
this firm.
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
