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MERRILL LYNCH FUNDAMENTAL GROWTH FUND, INC.
December 27, 1996
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. 5 to the
Registration Statement on Form N-1A
(Securities Act File No. 33-47875;
Investment Company Act File No. 811-6669)
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
1993 Act would not have differed from that contained in Post-
Effective Amendment No. 5 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. 5 to the Fund's
Registration Statement on Form N-1A was filed electronically
with the Securities and Exchange Commission on December 23,
1996.
Very truly yours,
MERRILL LYNCH FUNDAMENTAL GROWTH FUND, INC.
By: /s/ Ira P. Shapiro
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Authorized Officer
