MBL Growth Fund, Inc.
520 Broad Street
Newark, NJ 07102-3111
May 6, 1998
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 Statement of Additional
Information dated May 1, 1998 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 (973) 481-7896.
Very truly yours,
JUDITH C. KEILP
Judith C. Keilp
Vice President and Secretary
cc: Terrence O. Davis, Esquire
