VIA EDGAR SYSTEM
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Fiduciary Capital Growth Fund, Inc.
File Nos. 2-73468 and 811-3235
Rule 497(j) Certification
Ladies and Gentlemen:
The undersigned officer of Fiduciary Capital Growth Fund, Inc.
(the "Fund") does hereby certify pursuant to Rule 497(j) promulgated under
the Securities Act of 1933, as amended:
(1) that the form of prospectus and statement of additional
information that would have been filed under paragraph (c) of Rule 497
promulgated under the Securities Act of 1933, as amended, would not have
differed from that contained in Post-Effective Amendment No. 16 to
Form N-1A Registration Statement filed by the Fund on January 30, 1996,
which is the most recent amendment to such registration statement; and
(2) that the text of Post-Effective Amendment No. 16 was filed
with the Securities and Exchange Commission by direct transmittal through
the EDGAR system on January 30, 1996.
Very truly yours,
FIDUCIARY CAPITAL GROWTH FUND,
INC.
By: /s/ Donald S. Wilson
Vice President and Secretary
