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[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL APPEARS HERE]
Donna D. Bryen
Direct Dial: (215) 864-8662
December 13, 1996
VIA EDGAR
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Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Re: The RBB Fund Inc. on behalf of the n/i Micro Cap Fund, n/i Growth Fund
and n/i Growth & Value Fund pursuant to Rule 497(j) of the Securities
Act of 1933. Securities Act No. 33-20827 Investment Company Act.
No. 811-5518
CIK No. 831114
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Dear Sir/Madam:
On behalf of The RBB Fund, Inc. (the "Fund"), we hereby certify pursuant to
497(j) of the Securities Act of 1933 that the form of Prospectus and Statement
of Additional Information for the n/i Micro Cap Fund, n/i Growth Fund and n/i
Growth & Value Fund that would have been filed under paragraph (c) of this
Section does not differ from that text contained in the most recent
Post-Effective Amendment No. 42 to Registration Statement on Form N-1A as filed
electronically on December 6, 1996.
Very truly yours,
/s/ Donna D. Bryen
Donna D. Bryen
Legal Assistant
DDB:kmr
cc: Rene` Romain, Esquire
John N. Ake, Esquire
