Kenilworth Fund, Inc.
One First National Plaza
Suite 2594
Chicago, IL 60603
May 31, 1996
U.S. Securities and Exchange Commission
Filing Desk
Mail Stop 1-4
450 Fifth Street
Washington, D.C. 20549
RE: Kenilworth Fund, Inc. (the "Fund") Investment
Company Act of 1940 File Number 811-7620 and
Securities Act of 1933 File Number 33-60592,
Certification of Filing of Investment Company
Prospectus Under Rule 497(j) of the Securities Act
of 1933.
Ladies and Gentlemen,
I hereby certify that the following is true and correct:
The form of prospectus and Statement of Additional
Information that would have been filed under paragraph (b) or
(c) of Rule 497 of the Securities Act of 1933, is not
different from that contained in the Fund's most recent
amendment to its registration statement filed on Form N-1A.
Furthermore, the text of the Fund's most recent amendment to
its registration statement filed on Form N-1A has been filed
electronically.
BY: ______________________________
Savitri P. Pai
Secretary/Treasurer
Kenilworth Fund, Inc.
