MERRILL LYNCH ASSET ALLOCATION INCOME PORT INC
N-8A/A, 1994-06-30
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                Amendment No. 1
                                       to
                                   FORM N-8A


          NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a)
                     OF THE INVESTMENT COMPANY ACT OF 1940


                 The undersigned investment company hereby notifies the
Securities and Exchange Commission that it registers under and pursuant to the
provisions of Section 8(a) of the Investment Company Act of 1940 and in
connection with such notification of registration submits the following
information:

                                     Name:

               Merrill Lynch Asset Allocation Income Fund, Inc.*


                      Address of Principal Business Office
                     (No. & Street, City, State Zip Code):

                             800 Scudders Mill Road
                         Plainsboro, New Jersey  08536


                    Telephone Number (including area code):

                                 (609) 282-2800


               Name and address of agent for service of process:

                                 Arthur Zeikel
                Merrill Lynch Asset Allocation Income Fund, Inc.
                             800 Scudders Mill Road
                         Plainsboro, New Jersey  08536

                     Mailing Address:          Box 9011
                                               Princeton, New Jersey  08543-9011

Check Appropriate Box:

                 Registrant is filing a Registration Statement pursuant to
Section 8(b) of the Investment Company Act of 1940 concurrently with the filing
of Form N-8A:         YES (X)  NO  (  )



*  Formerly Merrill Lynch Asset Allocation Income Portfolio, Inc.
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                                   SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has caused this Amendment to its Notification of Registration to be
duly signed on its behalf in the Township of Plainsboro and the State of New
Jersey on the 24th day of June, 1994.


                MERRILL LYNCH ASSET ALLOCATION INCOME FUND, INC.
                              (Name of Registrant)



                              By: /s/ Philip L. Kirstein        
                                      Philip L. Kirstein
                                          President


Attest: /s/ Mark B. Goldfus              
            Mark B. Goldfus
              Secretary





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