COWEN INCOME + GROWTH FUND, INC.
I, the undersigned duly elected officer of Cowen Income + Growth Fund,
Inc., do hereby certify that (i) the form of prospectus and the Statement of
Additional Information that would have been filed under Rule 497 (c) of the
Securities Act of 1933, as amended, would not have differed from that
contained in the most recent registration statement amendment, filed March 21,
1996, and (ii) the text of such amendment was filed electronically.
IN WITNESS WHEREOF, I have signed this Certification on this 8th day of
April, 1996.
COWEN INCOME + GROWTH FUND, INC.
By: /s/ Rodd M. Baxter
Rodd M. Baxter
Secretary
