October 24, 1995
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,
1995 (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. 13,449,397 shares of common stock
were sold during the Fiscal Year.*
5. 13,449,397 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 and
non-assessable.
_______________
*Of this amount, 2,009,549 Class A
shares were sold at an aggregate price
of $21,632,147, 8,004,244 Class B
shares were sold at an aggregate price
of $80,928,047, 2,740,277 Class C
shares were sold at an aggregate
price of $27,157,046 and 695,327 Class
D shares were sold at an aggregate
price of $7,268,144. The aggregate
sale price of all shares of common
stock sold during the Fiscal Year
was $136,985,384.
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6. In accordance with Paragraph (c) of
Rule 24f-2, the fee of $23,791.88 has
been wired. Such fee which relates to
the 13,449,397 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 is as follows:
(i) Actual aggregate sale price for
the 13,449,397 shares of common
stock sold during the Fiscal
Year in reliance upon registration
pursuant to Rule 24f-2.
$136,985,384
reduced by
(ii) Actual aggregate redemption
price for the 6,803,432 shares
of common stock redeemed during
the Fiscal Year.*
$67,988,935
equals amount on which filing fee is based
$68,996,449
Based upon the above calculation,
$23,791.88 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) 839-5525.
Very truly yours,
MERRILL LYNCH FUNDAMENTAL
GROWTH FUND, INC.
By /s/ Michael J. Hennewinkel
- - - - - - - - - - - - -
Michael J. Hennewinkel
Secretary
________________
*Of this amount, 192,250 Class A shares
were redeemed at an aggregate price of
$2,043,907, 2,444,266 Class B shares
were redeemed at an aggregate price of
$24,442,131, 3,721,745 Class C shares
were redeemed at an aggregate price of
$36,946,754 and 445,171 Class D shares
were redeemed at an aggregate price
of $4,556,143.
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
October 24, 1995
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 13,449,397 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, 1995.
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
<PAGE>
we have deemed
relevant to the matters referred to in this
opinion.
Based upon the foregoing, we are of the opinion
that the Shares are 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 the Notice.
Very truly yours,
