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MERRILL LYNCH FUNDAMENTAL GROWTH FUND, INC.
October 27, 1994
VIA ELECTRONIC FILING
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Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Division of Investment Management
Re: Merrill Lynch Fundamental Growth Fund, Inc.
Post-Effective Amendment No. 3 to the
Registration Statement on Form N-1A
(Securities Act File No. 33-47875;
Investment Company Act File No. 811-6669)
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Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as
amended (the "1933 Act"), Merrill Lynch Fundamental Growth Fund,
Inc. (the "Fund") hereby certifies that:
(1) the form of prospectus that would have been filed
pursuant to Rule 497(c) under the 1933 Act would not
have differed from that contained in Post-Effective
Amendment No. 3 to the Fund's Registration Statement on
Form N-1A, constituting the most recent amendment to
the Fund's Registration Statement on Form N-1A; and
(2) the text of Post-Effective Amendment No. 3 to the
Fund's Registration Statement on Form N-1A was filed
electronically with the Securities and Exchange
Commission on October 13, 1994.
Very truly yours,
MERRILL LYNCH FUNDAMENTAL
GROWTH FUND, INC.
By: /s/Michael J. Hennewinkel
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Michael J. Hennewinkel
Secretary
