Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
(414) 273-3500
April 30, 1996
VIA EDGAR
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: ICAP Funds, Inc. (the "Fund") (Registration
Nos. 33-86006; 811-8850)
Gentlemen:
On behalf of the Fund, in lieu of filing ten copies of
the Fund's currently effective Prospectus and ten copies of its
Statement of Additional Information pursuant to Rule 497(c) of the
Securities Act of 1933, as amended (the "Act"), we are hereby
providing you with notice in accordance with Rule 497(j) of the
Act, that (1) the Prospectus and Statement of Additional
Information that would have been filed under Rule 497(c) of the
Act would not have differed from that contained in the most recent
amendment to the Fund's Registration Statement (i.e., Post-
Effective Amendment No. 4), and (2) the text of the most recent
amendment to the Fund's Registration Statement was filed
electronically on April 29, 1996.
Please do not hesitate to contact me if you have any
questions regarding this letter.
Very truly yours,
GODFREY & KAHN, S.C.
/s/ Pamela M. Krill
Pamela M. Krill
cc: Pamela H. Conroy
Lea Grunig
Carol A. Gehl
