June 21, 1996 VIA EDGAR TRANSMISSION - ---------------------- Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, DC 20549 Re: The Woodward Funds (Registration No. 333-3063) -------------------------- Ladies and Gentlemen: This letter is intended to constitute a formal request to withdraw Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-14 as filed with the Commission on June 4, 1996. Pre-Effective Amendment No. 1 was filed, pursuant to the request of the Commission's staff, for the purpose of filing an opinion of counsel that shares purposed to be registered by the Form N-14 will be, when issued, legally issued, fully paid and non-assessable. This filing was made inadvertently after the N-14 became effective on June 2, 1996. Our intentions are to file a Post-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-14 for the purpose of refiling the above mentioned opinion. Post-Effective Amendment No. 1 will be filed on June 21, 1996. Please feel free to call me at (215) 988-2964 with any questions concerning this request. Sincerely, /s/ Mark H. Nicholas -------------------- Mark H. Nicholas Enclosures cc: Richard Pforte