May 2, 1997
Ruth Sanders, Esq.
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: T. Rowe Price Growth & Income Fund, Inc.
File Nos.: 2-79190/811-3566
Dear Ms. Sanders:
This letter will serve as our filing under provisions of
Rule 497 of the Securities Act of 1933. We are writing to inform
you that there have been no changes to the Fund's Prospectus and
Statement of Additional Information that were filed under Rule
485(b) as part of Post-Effective Amendment No. 22 on April 23,
1997. The Prospectus and Statement of Additional Information went
effective on May 1, 1997. These documents will be used for the
offer and sale of Fund shares.
Sincerely,
/s/Forrest R. Foss
Forrest R. Foss
