MBL GROWTH FUND INC, 497J, 1996-05-02

MBL GROWTH FUND INC
497J, 1996-05-02

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                   [MBL GROWTH FUND, INC. Letterhead]

                           May 2, 1996



VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:  MBL Growth Fund, Inc.
     Registration No.: 2-96199


Commissioners:

     Pursuant to Rule 497(j) of the Securities Act of 1933, I
hereby certify that the form of the Prospectus and Statement of
Additional Information dated May 1, 1996 that would have been filed
pursuant to paragraph (c) of Rule 497 does not differ from that
contained in the most recent amendment to the registration
statement. 

     The text of the most recent amendment has been filed
electronically.  If you have any questions, please contact Vicki
Herbst at (201) 481-7896.


                                   Very truly yours,

                                   JUDITH C. KEILP
                                   Judith C. Keilp
                                   Vice President and Secretary




cc:  Stephen E. Roth, Esquire