MASTERWORKS FUNDS INC.
Registration Nos. 33-54126; 811-7332
CERTIFICATE PURSUANT TO
17 C.F.R. 230.497(j)
The undersigned hereby certifies on behalf of MasterWorks Funds Inc.
(the "Company") that the Prospectus and related Statement of Additional
Information describing the Company's Money Market Fund, that would have been
filed pursuant to 17 C.F.R. 230.497(c), do not differ from the Prospectus and
Statement of Additional Information contained in Post-Effective Amendment No. 17
to the Company's Registration Statement on Form N-1A, the text of which was
filed on September 2, 1998.
IN WITNESS WHEREOF, the Company has caused this certificate to be
executed and witnessed in its name and on its behalf by the undersigned on the
9th day of September, 1998.
Witness: MASTERWORKS FUNDS INC.
By:/s/Michael W. Nolte By:/s/Richard H. Blank, Jr.
Name:Michael W. Nolte Richard H. Blank, Jr.
Title:Assistant Secretary Chief Operating Officer,
Secretary and Treasurer
