DREYFUS GROWTH OPPORTUNITY FUND INC
24F-2NT, 1994-04-15
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                     DREYFUS GROWTH OPPORTUNITY FUND, INC.
                                200 PARK AVENUE
                              NEW YORK, NY  10166


Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC  20549



      24f-2 Notice - DREYFUS GROWTH OPPORTUNITY FUND, INC.
      Registration Statement No. 2-33733 - CIK #0000030162

Gentlemen:

    On June 28, 1978, Post-Effective Amendment No. 12 of Dreyfus Growth
Opportunity Fund, Inc. was declared effective by the SEC.  The Amendment
represented the Fund's election to register an indefinite number of shares and
this Notice, filed pursuant to Rule 24f-2, is for the fiscal year ended
February 28, 1994.

    The following information is furnished:

    (a) Shares registered under Securities Act
        of 1933 other than pursuant to Rule 24f(2)
        which remained unsold on 3/1/93:                          20,684,766

    (b) Shares registered during fiscal year
        other than pursuant to Section 24(f)

        Post-Effective Amendment No. 37 effective 8/23/93:         1,276,431
                                                                  ----------

        Total of (a) and (b)                                      21,961,197
                                                                  ==========


                                                  SHARES        DOLLAR AMOUNT

    (c) Total number of shares sold during
        fiscal year ended 2/28/94 subject
        to registration under Rule 24f-2:      32,987,816     $399,371,920

    (d) Less shares redeemed during
        fiscal year ended 2/28/94:             45,962,793      556,464,736
                                              ------------   --------------

     Net Sales During Year [(c)-(d)]:           (12,974,977)    ($157,092,816)

                                              ============      ==============

     Less shares registered other than pur-
     suant to Section 24(f)  ((a) + (b))       21,961,197
                                              ------------

     Unsold balance of registered shares      (34,936,174)




                                       -2-


                              CALCULATION OF FEE

    Since the shares redeemed exceed the shares sold, no registration fee is
required.  An opinion of counsel is enclosed.



                                                 Very truly yours,

MNJ/ems

                                                 Mark N. Jacobs, Secretary
cc:  Mr. J. deMichaelis, SEC
     Ms. R. McLaughlin, E&Y
     Mr. S. Rosenberg, BONY


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