GODFREY & KAHN, S.C.
ATTORNEYS AT LAW
780 North Water Street
Milwaukee, Wisconsin 53202
Phone: (414) 273-3500 Fax: (414) 273-5198
April 30, 1997
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: ICAP Funds, Inc.
(Registration Nos. 33-86006; 811-8850)
Gentlemen:
On behalf of ICAP Funds, Inc. (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. 5), and (2) the text of
the most recent amendment to the Fund's Registration
Statement was filed electronically on April 29, 1997.
Please do not hesitate to contact the
undersigned 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
