SIMPSON THACHER & BARTLETT
425 Lexington Avenue
New York, New York 10017
October 27, 1997
Re: Mutual Fund Trust (Registration Statement
File Nos. 33-75250 and 811-8358)
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Dear Sir or Madam:
On behalf of Mutual Fund Trust (the "Company"), and pursuant to Rule
497(j) of the Securities Act of 1933, as amended (the "Securities Act") we
hereby certify that the definitive form of prospectus that would have been
filed on behalf of the Company in accordance with Rule 497(b), dated
October 24, 1997, does not differ from that contained in the most
recent amendment to the Company's Registration Statement on Form N-1A,
the text of which was filed electronically with the Securities and
Exchange Commission on October 24, 1997.
Any questions or communications concerning this certification should be
directed to Robert Kaner at 212-455-3275 or Nick Patnaik at 212-455-3193 of
this firm.
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
