December 3, 1998
VIA EDGAR SYSTEM
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: Fiduciary Capital Growth Fund, Inc.
File Nos. 2-73468 and 811-03235
Rule 497(j) Certification
Ladies & 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. 19 to Form N-1A Registration Statement filed by
the Fund on November 30, 1998, which is the most recent amendment to such
registration statement; and
2. that the text of Post-Effective Amendment No. 19 was filed with the
Securities and Exchange Commission by direct transmittal through the EDGAR
system on November 30, 1998.
Very truly yours,
Fiduciary Capital Growth Fund, Inc.
By: /S/
