Godfrey & Kahn, S.C.
Attorneys at Law
780 North Water Street
Milwaukee, Wisconsin 53202
Telephone: (414) 273-3500
Fax: (414) 273-5198
May 1, 1998
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)
Ladies and Gentlemen:
On behalf of the Fund and pursuant to Rule 497(c)
of the Securities Act of 1933, as amended (the "Act"),
we hereby file the form of Prospectus which will be
used by the Fund after the effective date of the Fund's
most recent Post-Effective Amendment filing of its
Registration Statement on Form N-1A (i.e., Post-
Effective Amendment No. 8). In addition, please note
that in lieu of filing the form of Statement of
Additional Information which will be used by the Fund
after the effective date of Post-Effective Amendment
No. 8 as required by Rule 497(c), in accordance with
Rule 497(j) under the Act, we are hereby providing you
with notice that (i) the form of Statement of
Additional Information that would have been filed under
Rule 497(c) for the Fund would not have differed from
the Statement of Additional Information contained in
the Fund's Post-Effective Amendment No. 8, and (ii) the
text of the Fund's Post-Effective Amendment No. 8 was
filed electronically on April 30, 1998 (with an
effective date of April 30, 1998).
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
