Prudential Growth Fund, Inc.
One Seaport Plaza
New York, New York 10292
July 6, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C.
Re: 1933 Act File No. 2-82764
1940 Act File No. 811-3702
Ladies and Gentlemen:
Pursuant to subparagraph (j) of Rule 497 under the Securities Act of 1933,
Prudential Growth Fund, Inc. hereby certifies that (i) the Prospectus and the
Statement of Additional Information that would have been filed pursuant to
Rule 497(c) would not have differed from the Prospectus and the Statement of
Additional Information contained in Post-Effective Amendment No. 15 and (ii)
the text of Post-Effective Amendment No. 15 has been filed electronically.
Prudential Growth Fund, Inc.
By: /S/ Deborah A. Docs
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Deborah A. Docs
Assistant Secretary
GTF 497(j)
