Drinker Biddle & Reath
1345 Chestnut Street
Philadelphia, Pennsylvania 19107
April 3, 1996
VIA EDGAR TRANSMISSION
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: MarketWatch Funds - Registration Nos. 33-48452/811-6696
Ladies and Gentlemen:
On behalf of MarketWatch Funds ("MarketWatch") and pursuant to Rule 497(j)
of the Securities Act of 1933, as amended (the "1933 Act"), I hereby certify
that (i) the Prospectuses and Statement of Additional Information listed below
to be filed pursuant to paragraph (c) of Rule 497 of the 1933 Act do not differ
from the Prospectuses and Statement of Additional Information contained in Post-
Effective Amendment No. 4 to MarketWatch's Registration Statement on Form N-1A
under the 1933 Act and the Investment Company Act of 1940, as amended (the
"Amendment"), and (ii) on March 29, 1996, the text of the Amendment was filed
with the Commission, via EDGAR:
1) Prospectus dated March 29, 1996 for the Money Market Fund;
2) Prospectus dated March 29, 1996 for the Equity Fund;
3) Prospectus dated March 29, 1996 for the Intermediate Fixed Income,
Flexible Income, and Virginia Municipal Bond Funds; and
4) Statement of Additional Information dated March 29, 1996 for the Money
Market, Equity, Intermediate Fixed Income, Flexible Income, and
Virginia Municipal Bond Funds.
If you have any questions or comments regarding this filing, please contact
the undersigned at (215) 988-2995.
Sincerely,
/s/Christina T. Simmons
Christina T. Simmons
cc: W. Bruce McConnel, III, Esq.
Adrian C. Shackelford
