U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of Issuer:
Merrill Lynch Fundamental Growth Fund, Inc.
P.O. Box 9011
Princeton, N.J. 08543-9011
2. Name of each series or class of funds for which this notice
is filed:
Merrill Lynch Fundamental Growth Fund, Inc. - Class A
Merrill Lynch Fundamental Growth Fund, Inc. - Class B
Merrill Lynch Fundamental Growth Fund, Inc. - Class C
Merrill Lynch Fundamental Growth Fund, Inc. - Class D
3. Investment Company Act File Number: 811-6669
Securities Act File Number: 33-47875
4. Last day of fiscal year for which this notice is filed:
8/31/96
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable :
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year,
but which remained unsold at the beginning of the
fiscal year:
0 shares
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
0 shares
9. Number and aggregate sale price of securities sold during
the fiscal year:
10,234,156 shares $ 131,014,775
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
10,234,156 shares $ 131,014,775
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable :
255,766 shares $ 3,186,251
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 131,014,775
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 3,186,251
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 60,645,240
(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to
filing fees pursuant to rule
24e-2 (if applicable): + $ 0
(v) Net aggregate price of securities
sold and issued during the
fiscal year in reliance upon
rule 24f-2 [line (i), plus line (ii), $ 73,555,786
less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : x 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 22,289.63
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures
(17 CFR 202.3a).
[ x ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
10/22/96
SIGNATURES
This report has been signed below by the following persons
on behalf of the issuer and in the capacities and on the
dates indicated.
By
/s/Jaclyn Scheck
Jaclyn Scheck, Assistant Secretary
Date 10/22/96
BROWN & WOOD LLP
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
October 21, 1996
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 10,234,156 shares of common stock, par
value $0.10 per share, of the Fund (the "Shares") which were sold
during the Fund's fiscal year ended August 31, 1996.
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 the
Notice.
Very truly yours,
/s/ Brown & Wood LLP
