MERRILL LYNCH ASSET INCOME FUND, INC.
April 30, 1997
VIA ELECTRONIC FILING
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Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Division of Investment Management
Re: Merrill Lynch Asset Income Fund, Inc.
Securities Act File No. 33-53997
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Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of
1933, as amended (the "1933 Act"), The Merrill Lynch Asset Income
Fund, Inc. (the "Fund") hereby certifies that:
(1) the form of the prospectus and statement of
additional information that would have been filed pursuant to Rule
497(c) under the 1933 Act would not have differed from that
contained in Post-Effective Amendment No. 4 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. 4 to the
Fund's Registration Statement on Form N-1A was filed electronically
with the Securities and Exchange Commission on April 25, 1997.
Very truly yours,
Merrill Lynch Asset Income Fund, Inc.
/s/ Gerald M. Richard
Title: Treasurer
