MERRILL LYNCH ASSET INCOME FUND INC
N-8A/A, 1994-08-25
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                               Amendment No. 2
                                      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 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 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 Fund, 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 ___ day of August, 1994.


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




                                        By: /s/    Arthur Zeikel
                                           -------------------------------
                                                    Arthur Zeikel
                                                      President



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














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