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DRINKER BIDDLE & REATH LLP
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107-3496
October 2, 1997
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
Re: M.S.D. & T. Funds, Inc.
File Nos. (33-27491; 811-5782)
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Ladies and Gentlemen:
On behalf of M.S.D. & T. Funds, Inc. (the "Company") and pursuant to
Rule 497(j) under the Securities Act of 1933, as amended (the "1933 Act"), I
hereby certify that (i) the Prospectuses and Statement of Additional Information
listed below that would have been filed under paragraph (c) of Rule 497 under
the 1933 Act would not have differed from the Prospectuses and Statement of
Additional Information contained in the Company's most recent Post-Effective
Amendment to its Registration Statement on Form N-1A under the 1933 Act and the
Investment Company Act of 1940, as amended, ("PEA #19"), which was filed on
September 26, 1997; and (ii) the text of PEA #19 has been filed electronically.
The Prospectuses and Statement of Additional Information referenced
above, which would otherwise have been filed pursuant to Rule 497(c), are:
(1) Prospectus dated September 26, 1997 for the Growth & Income Fund,
International Equity Fund, Limited Maturity Bond Fund, and
Maryland Tax-Exempt Bond Fund;
(2) Prospectus dated September 26, 1997 for the Prime Money Market
Fund, Government Money Market Fund and Tax-Exempt Money Market
Fund;
(3) Prospectus dated September 26, 1997 for the Tax-Exempt Money
Market Fund (Trust);
(4) Statement of Additional Information dated September 26, 1997 for
the Prime Money Market Fund, Government Money Market Fund, Tax-
Exempt Money Market Fund, Tax-Exempt Money Market Fund (Trust),
Growth & Income Fund, International Equity Fund, Limited Maturity
Bond Fund and Maryland Tax-Exempt Bond Fund.
Questions and comments concerning this letter may be directed to the
undersigned at (215) 988-1982.
Very truly yours,
/s/ Douglas J. Brady
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Douglas J. Brady
