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SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NY 10022-3897
(212) 735-3000
FAX: (212) 735-2000
February 29, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Winthrop Opportunity Funds
(File Nos. 33-92982 and 811-9054)
(the 'Funds')
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Dear Sir or Madam:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended (the
'Securities Act'), on behalf of the Funds, we hereby certify that the form of
Prospectus and Statement of Additional Information of the Funds each dated
February 28, 1996 and filed, via direct electronic transmission, on such date,
does not differ from that contained in the most recent registration statement
that would have been filed under Rule 497(b) or 497(c) of the Securities Act.
If you have any questions regarding this matter, do not hesitate to call me
at (212) 735-3576.
Very truly yours,
/s/ RUDY E. SCARPA
RUDY E. SCARPA
