December 17, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Dreyfus Growth and Value Funds, Inc. (the "Fund")
File Nos. 33-51061, 811-7123
Ladies and 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 December 11, 1998.
If you have any questions, please do not hesitate to contact the
undersigned at (212) 922-6855.
Sincerely yours,
Lisa R. Grosswirth
LRG\
cc: Ernst & Young LLP
Stroock & Stroock & Lavan LLP
Michael A. Rosenberg
