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MERRILL LYNCH FUNDAMENTAL GROWTH FUND, INC.
December 28, 1995
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. 4 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 and statement of additional
information 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. 4 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. 4 to the Fund's
Registration Statement on Form N-1A was filed
electronically with the Securities and Exchange
Commission on December 21, 1995.
Very truly yours,
MERRILL LYNCH FUNDAMENTAL GROWTH FUND, INC.
By: /s/ Terry K. Glenn
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Terry K. Glenn, Authorized Officer
