THE DLB FUND GROUP
c/o DAVID L. BABSON & CO., INC.
ONE MEMORIAL DRIVE
CAMBRIDGE, MA 02142
May 28, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The DLB Fund Group (the "Trust")
File Nos. 33-82366 and 811-08690
Ladies and Gentlemen:
Pursuant to the Securities Act of 1933, as amended, and Rule 477
thereunder, I am requesting, as agent for service for the Trust, the withdrawal
of Post-Effective Amendment No. 3 to the Trust's Registration Statement on Form
N-1A filed with the Securities and Exchange Commission (the "Commission") via
EDGAR on May 17, 1996 (the "May 17 Amendment"). The May 17 Amendment failed to
clearly indicate the effective date for Post-Effective Amendment No. 3. On May
20, 1996, after consultation with the staff of the Commission and subject to
our agreement that we would request the withdrawal of the May 17 Amendment, we
again filed via EDGAR Post-Effective Amendment No. 3 to the Trust's
Registration Statement on Form N-1A, with a requested effective date 75 days
after filing.
If you have any questions concerning the foregoing, please call Bryan
Cheqwidden at (617) 951-7400 or me at (617) 225-3800.
Very truly yours,
/s/Ronald E. Gwozdz
Ronald E. Gwozdz,
as Agent for Service
for the Trust
RBW/kb:1095824.02
cc: Rene Romain
Maureen Madden
Gregory D. Sheehan, Esq.
Bryan Chegwidden, Esq.
R. Bryan Woodard, Esq.
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