IAA TRUST GROWTH FUND INC
497J, 1997-07-02
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                                 FPS SERVICES, INC.
                               3200 Horizon Drive
                             King of Prussia, PA 19406
                                 (610) 239-4500                  
                             
                               RULE 497(j) LETTER

July 2, 1997


SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Attention: Filing Desk
Stop 1-4
Washington, D.C.  20549-1004


Re:  IAA TRUST GROWTH FUND, INC. (the "Registrant")
     No. 2-24221
     No. 811-1338


Dear Sir or Madam:

This letter is to certify that the forms of Supplemented Prospectus Supplemented
 Statement of Additional Information that would have been filed under Rule 
497(c) under the Securities Act of 1933 by the above-referenced Registrant would
not have differed from that contained in the most recent Post-Effective 
Amendment to the Registration Statement on Form N-1A, which was filed pursuant 
to Rule 485(b) and transmitted electronically via EDGAR on or about 
June 27, 1997.

Please contact the undersigned at the above number should you have any 
questions.

Sincerely,



Martin M. Fawzy
Compliance Administrator



cc:  Richard M. Miller (Vice President, IAA Trust Company)
     Paul M. Harmon, Esq. (Office of the General Counsel)

     Vice President, IAA Trust Company)
     Paul M. Harmon, Esq. (Office of the General Counsel)



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