Simpson Thacher & Bartlett
(a partnership which includes professional corporations)
425 Lexington Avenue
New York, New York 10017
September 3, 1996
Re: Prospectus and Statement of Additional Information for
Comstock Partners Funds, Inc.
(File Nos. 33-40771, 811-5502)
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Ladies and Gentlemen:
On behalf of Comstock Partners Funds, Inc. (the "Company") and
pursuant to Rule 497(j) under the Securities Act of 1933, as amended, we hereby
certify that (i) the form of Prospectus and Statement of Additional
Information, each dated August 28, 1996, that would have been filed under Rule
497(c) under the Securities Act of 1933 would not have differed from that
contained in Post-Effective Amendment No. 10 to the Company's Registration
Statement and (ii) the text of Post-Effective Amendment No. 10 has been filed
electronically.
Any questions concerning the foregoing should be directed to Robert
Kaner, Esq. or Matthew Furman, Esq. of this firm at (212) 455-2000.
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
