Godfrey & Kahn, S.C.
Attorneys at Law
780 North Water Street
Milwaukee, Wisconsin 53202
Telephone: (414) 273-3500
Fax: (414) 273-5198
April 28, 2000
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, please note that in lieu of
filing the form of Prospectus and Statement of
Additional Information which will be used by the Fund
after the effective date of Post-Effective Amendment
No. 11 to the Fund's Registration Statement on Form N-
1A as required by Rule 497(c) under the Securities Act
of 1933, in accordance with Rule 497(j) under such Act,
we are hereby providing you with notice that (i) the
form of Prospectus and Statement of Additional
Information that would have been filed under Rule
497(c) for the Fund would not have differed from the
Prospectus and Statement of Additional Information
contained in the Fund's Post-Effective Amendment No.
11, and (ii) the text of the Fund's Post-Effective
Amendment No. 11 was filed electronically on April 27,
2000 (with an effective date of May 1, 2000).
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: Bud Shapiro
Angela Palmer
Carol Gehl
