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Seward & Kissel
One Battery Park Plaza
New York, New York 10105
February 6, 1998
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549
Alliance Growth and Income Fund, Inc.
(File Nos. 2-70426 and 811-03131)
_____________________________________________
Dear Sirs:
This letter is filed pursuant to Rule 497(j) under the
Securities Act of 1933 and is certification that the Prospectus
and Statement of Additional Information with respect to the above
referenced fund does not differ from those filed in the most
recent post-effective amendment, the text of which was filed
electronically.
Very truly yours,
/s/ Dominick H. Answini
00250050.AR3
