Goldman Sachs, & Co.
85 Broad Street, 12th Floor
New York, NY 10004
(212) 902-1000
May 6, 1996
VIA EDGAR
Securities and Exchange Commission
Filing Desk
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Goldman Sachs Equity Portfolios, Inc. (the "Registrant")
Securities Act File No. 33-33316
Investment Company Act File No. 811-6036
--------------------------------------------------------
Ladies and Gentlemen:
On behalf of the Registrant, pursuant to the Securities Act of
1933, as amended and Rule 497(j) thereunder, the Registrant
certifies that the form of prospectus and statement of additional
information does not differ from the form of the aforementioned
documents that was filed electronically in the Registrant's most
recent registration statement on April 30, 1996.
Sincerely,
Melissa C. Dolan
Melissa C. Dolan
