January 30, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Winthrop Opportunity Funds
Rule 497(j) Certification related
to the Registration Statement on
Form N-1A (File Nos. 33-92982 and 811-9054)
Ladies and Gentlemen:
On behalf of the Winthrop Developing Markets
Fund and the Winthrop International Equity Fund (the
"Equity Funds"), both series of the Winthrop Opportunity
Funds, we hereby certify that, pursuant to Rule 497(j)
under the Securities Act of 1933, as amended (the
"Securities Act") (i) the form of Prospectus and Statement
of Additional Information that would have been filed under
Rule 497(c) under the Securities Act does not differ from
that contained in Post-Effective Amendment No. 5 to the
Equity Funds' Registration Statement on Form N-1A (File
Nos. 33-92982 and 811-9054) (the "Amendment") and (ii) the
text of the Amendment has been filed electronically.
On behalf of the Winthrop U.S. Government Money
Fund and the Winthrop Municipal Money Fund (the "Money
Funds"), both series of the Winthrop Opportunity Funds, we
will submit the appropriate documentation under Rule 497
under the Securities Act after the commencement of the
Money Funds' public offering.
Should you have any questions or require
additional information regarding the foregoing, please do
not hesitate to call the undersigned at (212) 735-2846 or
Philip H. Harris of this firm at (212) 735-3805.
Very truly yours,
/s/ Michael S. Emanuel
Michael S. Emanuel
