EVERGREEN LIMITED MARKET FUND INC
497J, 1996-12-12
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                         EVERGREEN ASSET MANAGEMENT
                           2500 WESTCHESTER AVENUE
                            PURCHASE, N.Y. 10577
          
                                                              December 12, 1996.

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

Attention:     File Room

Re:    EVERGREEN LIMITED MARKET FUND, INC.
       File No. 2-81494

Ladies and Gentlemen:

     Transmitted  herewith  pursuant to Rule 497 (j) under the Securities Act of
1933 is a  certification  that  the  Prospectus  and  Statement  of  Additional
Information  with respect to the above referenced Fund does not differ from that
filed  in  the  most   recent   post-effective   amendment,   which   was  filed
electronically.



                                                           Very truly yours,



                                                           /s/ James P. Wallin
                                                            James P. Wallin



   



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