<PAGE>
SBM CERTIFICATE COMPANY
515 West Market Street
Louisville, Kentucky 40202
May 3, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: SBM Certificate Company
Rule 497(j) Prospectus and Statement of Additional Information Filing
Registration No. 33-38066
Dear Sir or Madam:
Pursuant to Rule 497(j) under the Securities Act of 1933, we hereby certify that
the form of prospectus and Statement of Additional Information that would have
been filed pursuant to Rule 497(b) would not have differed from that contained
in the Registrant's post-effective amendment number 10 to its Registration
Statement on Form S-1, which was filed electronically on February 26, 1999.
Sincerely,
/s/ Patrick S. Farrelly
