[Investors Bank & Trust Company Letterhead]
June 21, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: M Fund, Inc.
File Nos. 33-95472 and 811-9082
Ladies and Gentlemen:
Pursuant to Rule 497(j) of the Securities Act of 1933,
as amended, and on behalf of M Fund, Inc. (the "Fund"), the
undersigned certifies that (i) the form of the Fund's
Supplements dated June 17, 1996 to the Fund's Prospectus and
Statement of Additional Information dated January 1, 1996 that
would have been filed under paragraph (c) of Rule 497 would not
have differed from those contained in Post-Effective Amendment
("PEA") No. 2, the most recent amendment to the Registration
Statement on Form N-1A to become effective with the Commission;
(ii) the form of the Fund's Prospectus and Statement of
Additional Information dated January 1, 1996 that would have
been filed under paragraph (c) of Rule 497 would not have
differed from those incorporated by reference in PEA No. 2 and
(iii) the text of PEA No. 2 was filed electronically via EDGAR
on June 19, 1996.
Questions regarding this filing should be directed to the
undersigned at (617) 330-6413 or, in her absence, to George
Boyd, Esq. at (617) 330-6011.
Very truly yours,
/s/ Susan C. Mosher
Susan C. Mosher, Esq.
cc: Anna E. Nye
Frederick R. Bellamy, Esq.
George M. Boyd, Esq.
