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[General American letterhead]
VIA EDGAR
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January 9, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: GENERAL AMERICAN CAPITAL COMPANY
FILE NO. 33-10145
Ladies and Gentlemen:
Pursuant to Rule 497(j) of the Securities Act of 1933, as amended
(the "Securities Act"), General American Capital Company (the
"Registrant") hereby certifies that: (i) the form of Prospectus and
Statement of Additional Information that would have been filed under Rule
497(c) of the Securities Act would not have differed from that contained
in Post-Effective Amendment No. 12 to the Registrant's Registration
Statement, and (ii) the text of Post-Effective Amendment No. 12 was filed
electronically via EDGAR.
If you have any questions regarding this filing, please call me at (314)
444-0499.
Sincerely,
/s/ Christopher A. Martin
Christopher A. Martin