SIMPSON THACHER & BARTLETT
                              425 Lexington Avenue
                            New York, New York  10017


                                              January 5, 1998


Re:  Mutual Fund Trust (Registration Statement
     File Nos. 33-75250 and 811-8358)


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549
Attention:  Filing Desk

Dear Sir or Madam:

     On behalf of Mutual Fund Trust (the "Company"), and pursuant to Rule
497(j) of the Securities Act of 1933, as amended (the "Securities Act") we
hereby certify that the definitive forms of prospectuses that would have been
filed on behalf of the Company in accordance with Rule 497(c), each dated
December 29, 1997, do not differ from those contained in the most recent
amendment to the Company's Registration Statement on Form N-1A, the text of
which was filed electronically with the Securities and Exchange Commission
on December 29, 1997.  

     Any questions or communications concerning this certification should be
directed to Robert Kaner at 212-455-3275 or Nick Patnaik at 212-455-3193 of
this firm.


                          Very truly yours,
                          /s/ Simpson Thacher & Bartlett
                          SIMPSON THACHER & BARTLETT