A:497j
December 23, 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")
Registration Statement File Nos. 33-51061; 811-7123
Ladies and Gentlemen:
This filing is being made pursuant to Rule 497(j) under the Securities
Act of 1933, as amended (the "1933 Act"), for the purpose of informing the
SEC that there were no material or non-material changes since the
Registrant's Post-Effective Amendment No. 20, filed with the SEC on December
17, 1998.
If you have any questions or comments on the attached, please do not
hesitate to contact the undersigned at (212) 922-6855.
Very truly yours,
Lisa R. Grosswirth
cc: Stroock & Stroock & Lavan
Ernst & Young
Michael A. Rosenberg
