MBL GROWTH FUND, INC.
Supplement Dated May 1, 1998
To Prospectus Dated May 1, 1998
This supplement should be read in conjunction with the MBL
Growth Fund, Inc. (the "Fund") prospectus, a copy of which can be
obtained without charge from Pension and Investment Products, MBL
Life Assurance Corporation, 520 Broad Street, Newark, New Jersey
07102, ATTN: MBL GROWTH FUND, INC., or by telephoning 1-800-435-3191.
The Board of Directors of MBL Life Assurance Corporation ("MBL
Life"), the 51% owner of the Fund's investment adviser, Markston
Investment Management ("Markston"), has publicly announced the
intention to explore opportunities for the sale of MBL Life. While no
acquirer of MBL Life has been finalized at this stage, a sale
transaction, depending on the structure of the transaction and the
future plans of the acquirer, may result in a change of control of
Markston. If there is a change of control of Markston, shareholders
of the Fund would receive a proxy statement describing the proposed
new agreement and related matters and would be asked to approve such
changes. In any event, this prospectus will be supplemented as
necessary to reflect any related developments that may affect the
shareholders of the Fund.
