The Benham Group
                              1665 Charleston Road
                        Mountain View, California 94043
                                  415-967-4222

VIA EDGAR

June 3, 1996

Securities and Exchange Commission 
450 Fifth Street, N.W. 
Washington, DC 20549 
     
RE:  Capital Preservation Fund, Inc.
     1933 Act File No. 2-42556
     1940 Act File No. 811-2247

Ladies and Gentlemen: 

     Pursuant to Rule 497(j) under the Securities Act of 1933, as amended, the
undersigned hereby certifies that the form of prospectus and statement of
additional information that would have been filed under paragraph (b) or (c) of
Rule 497 with respect to the above-referenced issuer would not have differed
from that contained in Post-Effective Amendment No. 64, filed May 30, 1996, to 
the issuer's Registration Statement on Form N-1A.

     Any concerns regarding this filing should be directed to the undersigned at
415-967-9806.


Sincerely,

/s/Lisa S. Brown
Lisa S. Brown
Federal Securities Administrator