March 8, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Premier Growth Fund, Inc.
Registration Statement File No. 33-58282
CIK No. 897569
Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933,
this is to certify that the form of Prospectus and Statement of
Additional Information that would have been filed under paragraph
(b) or (c) of this section does not differ from that contained in
the most recent amendment to the Fund's Registration Statement,
electronically filed with the Securities and Exchange Commission
on February 21, 1996.
Very truly yours,
Joseph J. Bertini
JJB:kwm
Enclosures
cc: Ernst & Young LLP
Stroock & Stroock & Lavan
