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DRINKER BIDDLE & REATH LLP
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107-3496
February 26, 1998
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 Prospectus Supplement, Prospectus 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 Prospectus
Supplement, Prospectus 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 #21"), which was filed on February 17, 1998; and (ii) the text of PEA #21
has been filed electronically.
The Prospectus Supplement, Prospectus and Statement of Additional
Information referenced above, which would otherwise have been filed pursuant to
Rule 497(c), are:
(1) Prospectus Supplement dated February 17, 1998 to the Prospectus
dated June 1, 1997 for the Diversified Real Estate Fund;
(2) Prospectus dated June 17, 1997 for the Diversified Real Estate
Fund; and
(3) Statement of Additional Information dated June 1, 1997 as revised
February 17, 1998 for the Diversified Real Estate 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
