SIMPSON THACHER & BARTLETT
425 Lexington Avenue
New York, NY 10017
September 1, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attention: Filing Desk
Re: Comstock Partners Funds, Inc. (Registration
Statement File No. 33-40771)
Ladies and Gentlemen:
On behalf of Comstock Partners Funds, Inc. (the "Company"), and pursuant
to Rule 497(j) of the Securities Act of 1933, as amended, we hereby certify
that the definitive form of the Company's prospectus dated August 28, 1998,
that would have been filed on behalf of the Company in accordance with Rule
497(c) does not differ from that 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 August 26, 1998.
Any questions or communications should be directed to Robert M. Kaner of
this firm at 212-455-3275.
Very truly yours,
/s/ SIMPSON THACHER & BARTLETT
SIMPSON THACHER & BARTLETT
