THE TREASURER'S FUND, INC.
19 Old Kings Highway South
Darien, Connecticut 06820-4526
(800) 877-3863
March 4, 1997
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Treasurer's Fund, Inc. (the "Fund")
File No. 33-17604
Gentlemen:
On behalf of the above-referenced Fund, we are writing this letter to
certify that:
(1) the forms of Prospectus and Statement of Additional Information that
would have been filed under Rule 497(c) of the Securities Act of 1933, do not
differ from that contained in the most recent Post-Effective Amendment to the
Registration Statement on Form N-1A (the "Registration Statement"), and
(2) the text of the most recent Registration Statement was filed
electronically with the Securities and Exchange Commission on February 28, 1997
and became effective February 28, 1997 pursuant to Rule 485(b).
THE TREASURER'S FUND, INC.
By: /s/Thomas E. O'Connor
Thomas E. O'Connor
Attorney-in-Fact
C/M: 10112.0000 465752.1
