OPPENHEIMERFUNDS, INC.
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048-0203
November 1, 1996
VIA EDGAR
Securities and Exchange Commission
Mail Stop 0-7, Filer Support
6432 General Green Way
Alexandria, VA 22312
Re: Oppenheimer Growth Fund
(Reg. No. 333-11959)
To the Securities and Exchange Commission:
An electronic ("EDGAR") filing was made on November 1,
1996 under Rule 485(b) of the Securities Act of 1933, as amended
(the "1933 Act") on behalf of Oppenheimer Growth Fund (the
"Registrant"). The filing constituted Post-Effective Amendment No.
1 to the Registration Statement on Form N-14 (Reg. No. 333-11959)of
the Registrant(the "Registration Statement") and consisted of the
Proxy Statement and Prospectus dated November 1, 1996 (the
"Prospectus") of the Registrant and Jefferson-Pilot Capital
Appreciation Fund, Inc. and the Statement of Additional Information
of the Registrant dated November 1, 1996 (the "Statement of
Additional Information").
The Registrant hereby certifies pursuant to Rule 497(j)
of the 1933 Act that the Prospectus and the Statement of Additional
Information that will be used in connection with the reorganization
and the offering of securities by the Registrant thereunder does
not differ from that contained the Registration Statement as
previously filed with the Securities and Exchange Commission. The
Registrant further certifies that the text of the Registration
Statement has been filed electronically. Accordingly, the
Prospectus and the Statement of Additional Information are not
being filed herewith.
Very truly yours,
Merryl Hoffman
Vice President &
Assistant Counsel
(212) 323-0248
MH:ps
Enclosures
cc: Rene Romain, Esq. - SEC
Paul Kraft - SEC
Gordon Altman Butowsky Weitzen Shalov & Wein
KPMG Peat Marwick LLP
Gloria LaFond
MERGE/270497j
