MERRILL LYNCH FUNDAMENTAL GROWTH FUND INC, 497, 1997-10-09

MERRILL LYNCH FUNDAMENTAL GROWTH FUND INC
497, 1997-10-09
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              MERRILL LYNCH FUNDAMENTAL GROWTH FUND, INC.

           SUPPLEMENT DATED OCTOBER 9, 1997 TO THE PROSPECTUS AND 
      STATEMENT OF ADDITIONAL INFORMATION, EACH DATED DECEMBER 23, 1996


     The  discussion  of  systematic  withdrawal   plans  under  "Shareholder
Services" is modified by deleting the references  to Class A shares and Class
D shares.   Effective immediately,  shares of  all classes  are eligible  for
inclusion in such plans.  However, in the case of Class B and Class C shares,
the maximum value  of shares that  can be redeemed  from an account  annually
shall not  exceed 10% of the value of shares of such class in that account at
the time the  election to join the systematic  withdrawal plan was made.   No
otherwise  applicable CDSC  will be  charged  on redemption  of such  shares.
Class B and Class C shares redeemed through a systematic withdrawal plan will
be  redeemed in the  same order as Class  B and Class  C shares are otherwise
redeemed.    See  "Purchase of  Shares--Deferred  Sales  Charge Alternatives--
Class B  and  Class  C  Shares--Contingent  Deferred  Sales  Charges--Class B
Shares"  and "--Contingent  Deferred Sales  Charges--Class C  Shares" in  the
Prospectus.    Where the  systematic withdrawal  plan is  applied to  Class B
shares, upon conversion of the last Class B  shares in the account to Class D
shares,   the  systematic  withdrawal  plan  will  automatically  be  applied
thereafter to Class D shares.  See "Purchase of Shares--Deferred Sales Charge
Alternatives--Class  B and  Class C  Shares--Conversion of  Class B  Shares to
Class D Shares."

     For  redemptions through the CMA(Registered Trademark) or CBA(Registered
Trademark) Systematic Redemption Program, a shareholder may elect to have his
or her shares redeemed  on the first, second, third or fourth  Monday of each
month, in the  case of monthly redemptions,  or of every other  month, in the
case   of  bimonthly  redemptions.    For  quarterly,  semiannual  or  annual
redemptions, the shareholder may select the month  in which the shares are to
be redeemed and  may designate whether  the redemption is to  be made on  the
first, second, third or fourth Monday of the month.


Code #16463-1296ALL
     #16464-1296ALL