STRATUS FUND, INC.
Certification Pursuant to Rule 497 (j)
1933 Act Registration No. 33-37928
1940 Act Registration No. 811-6259
The undersigned, being a duly elected officer of Stratus Fund, Inc.
(the "Company"), pursuant to Rule 497 (j) under the Securities Act of 1933, does
hereby certify, with respect to Post-Effective Amendment No. 14 (the
"Amendment") to the Company's Registration Statement on Form N-1A, that:
1. The text of the Amendment was filed electronically with the Securities
and Exchange Commission on March 28, 1997; and
2. The form of the Prospectuses and Statement of Additional Information
that would have been filed by the Company pursuant to Rule 497 (c) in respect of
the Amendment would not have differed from those contained in the Amendment
filed electronically as described above.
IN WITNESS WHEREOF, the undersigned has executed this Certification
Pursuant to Rule 497 (j) on this 2nd day of April, 1997.
STRATUS FUND, INC.
By: /S/ Michael S. Dunlap
Michael S. Dunlap, President
