COWEN FUNDS, INC.
I, the undersigned duly elected officer of Cowen Funds, Inc., do hereby
certify that (i) the form of prospectuses and the Statements of Additional
Information that would have been filed under Rule 497 (c) of the Securities
Act of 1933, as amended, would not have differed from that contained in the
most recent registration statement amendments, filed March 21, 1996, and (ii)
the text of such amendment was filed electronically.
IN WITNESS WHEREOF, I have signed this Certification on this 8th day of
April, 1996.
COWEN FUNDS, INC.
By: /s/ Rodd M. Baxter
Rodd M. Baxter
Secretary
