MERRILL LYNCH ASSET ALLOCATION INCOME PORT INC
N-8A, 1994-06-07
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                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                            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 Portfolio, 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 Portfolio, 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  [  ]


<PAGE>
                            SIGNATURES

Pursuant to the requirements of the Investment Company Act of
1940, the Registrant has caused this Notification of Registration
to be duly signed on its behalf in the Township of Plainsboro and the
State of New Jersey on the 6th day of June, 1994.


      MERRILL LYNCH ASSET ALLOCATION INCOME PORTFOLIO, 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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<PAGE>
                            SIGNATURES

Pursuant to the requirements of the Investment Company Act of
1940, the Registrant has caused this Notification of Registration
to be duly signed on its behalf in the Township of Plainsboro and the
State of New Jersey on the 6th day of June, 1994.


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



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


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



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