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DRINKER BIDDLE & REATH LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103-6996
Telephone: (215) 988-2700
Fax: (215) 988-2757
July 5, 2000
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
Re: M.S.D. & T. Funds, Inc. (the "Company")
File Nos. 33-27491 and 811-5782
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Ladies and Gentlemen:
On behalf of the Registrant and pursuant to Rule 497(j) under the
Securities Act of 1933, as amended (the "1933 Act"), I hereby certify that the
Prospectus and Statement of Additional Information dated June 28, 2000 for the
Capital Opportunities Fund of the Company that would have been filed under
paragraph (c) of Rule 497 under the 1933 Act would not have differed from the
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 No.
26"), which was filed on June 28, 2000; and (ii) the text of PEA No. 26 has been
filed electronically.
Questions and comments concerning this letter may be directed to the
undersigned at (215) 988-2666.
Very truly yours,
/s/ James L. Love
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James L. Love
cc: Mary Jo Reilly, Esq.
