September 28, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
MERRILL LYNCH FUNDAMENTAL GROWTH
FUND, INC.
File No. 33-47875
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Fundamental Growth Fund, Inc. (the "Fund")
hereby files its Rule 24f-2 Notice (the "Notice").
1. The Notice is being filed for the fiscal year
of the Fund ended August 31, 1994
(the "Fiscal Year").
2. No shares of common stock of the Fund which
had been registered under the Securities Act of
1933 (the "Securities Act") other than
pursuant to Rule 24f-2 remained unsold at the
beginning of the Fiscal Year.
3. No shares of common stock were registered under
the Securities Act during the Fiscal Year
other than pursuant to Rule 24f-2.
4. 2,680,845 shares of common stock were sold
during the Fiscal Year. *
5. 2,680,845 shares of common stock were sold
during the Fiscal Year in reliance upon registration
pursuant to Rule 24f-2. Transmitted with the
Notice is an opinion of Brown & Wood, counsel
for the Fund, indicating that the securities
the registration of which this Notice makes
definite in number were legally issued, fully
paid for an non-assessable.
_______________
*Of this amount, 556,921 Class A shares were sold
at an aggregate price of $5,571,625 and 2,123,924
ClassB shares were sold at an aggregate price
of $20,737,115. The aggregate sale price of all
shares of common stock sold during the Fiscal
Year was $26,308,740.
<PAGE>
6. In accordance with Paragraph (c) of Rule 24f-2,
the fee of $841.64 has been wired. Such fee
which relates to the 2,680,845 shares of common
stock referred to in Paragraph 5 is based upon
the aggregate sale price for which such
securities were sold during the Fiscal Year,
reduced by the actual aggregate redemption or
repurchase price of shares of common stock
redeemed or repurchased during the Fiscal
Year. The Fund did not apply the redemption
or repurchase price of any shares of common
stock redeemed or repurchased during the
Fiscal Year pursuant to Rule 24e-2(a) in
filings made pursuant to Section 24(e)(1) of
the Investment Company Act of 1940. The
calculation of the amount on which the filing
fee is based as follows:
(i) Aggregate sale price for the
2,680,845 shares of commmon
stock sold during the Fiscal
Year in reliance upon registration
pursuant to Rule 24f-2.
$26,308,740
reduced by
(ii) Aggregate redemption price for
the 2,419,254 shares of common
stock redeemed during the
Fiscal Year.*
$23,867,997
equals amount on which filing fee is based
$2,440,743
Based upon the above calculation, $841.64 is
payable with respect to the registration of
shares of common stock of the Fund.
Please direct any questions relating to this
filing to Michael J. Hennewinkel at P.O. Box 9011,
Princeton, NJ, 08543-9011 or to Laurin Blumenthal
Kleiman at Brown & Wood, One World Trade Center,
New York, New York 10048, (212) 839-8525.
Very truly yours,
MERRILL LYNCH FUNDAMENTAL GROWTH
FUND, INC.
By /s/ Michael J. Hennewinkel
- - - - - - - - - - - - -
Michael J. Hennewinkel
Secretary
________________
*Of this amount, 401,467 shares were Class A shares which
were redeemed at an aggregate price of $3,995,468 and
2,017,787 were Class B shares which were redeemed at an
aggregate price of $19,872,529.
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
September 27, 1994
Merrill Lynch Fundamental Growth Fund, Inc.
P.O. Box 9011
Princeton, New Jersey 08543-9011
Ladies and Gentlemen:
This opinion is furnished in connection with the notice
(the "Notice" to be filed by Merrill Lynch Fundamental
Growth Fund, Inc., a Maryland corporation (the "Fund"),
with the Securities and Exchange Commission pursuant
to Rule 24f-2 under the Investment Company Act of 1940,
as amended. The Notice is being filed to make definite
the registration under the Securities Act of 1933, as
amended, of 2,680,845 shares of common stock, par
value $.10 per share, of the Fund (the "Shares") which
were sold during the Fund's fiscal year ended
August 31, 1994.
As counsel for the Fund, we are familiar with the
proceedings taken by it in connection with the
authorization, issuance and sale of the Shares.
In addition, we have examined and are familiar
with the Articles of Incorporation of the Fund,
as amended, the By-Laws of the Fund and such
other documents as we have deemed relevant
to the matters referred to in this opinion.
Based upon the foregoing, we are of the opinion
that the Shares were legally issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion
with the Securities and Exchange Commission
as an attachment to theNotice.
Very truly yours,
