October 27, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
MERRILL LYNCH ASSET GROWTH FUND, INC.
File No. 33-54005
Dear Sirs:
In accordance with the provisions of Rule 24f-2 under the
Investment Company Act of 1940, Merrill Lynch Asset
Growth Fund, Inc. (the "Fund") hereby files its Rule 24f-2
Notice (the "Notice").
1. The Notice is being filed for the fiscal year ended
August 31, 1994 (the "Fiscal Year").
2. As of the close of the Fiscal Year, the Fund had not
commenced operations. Consequently, no shares of
common stock of the Fund which had been registered
under the Securities Act of 1933 (the "Securities Act")
other than pursuant to Rule 24f-2 remained unsold at
the beginning of the Fiscal Year.
3. No shares of common stock were registered under the
Securities Act during the Fiscal Year other than pursuant
to Rule 24f-2.
4. No shares of common stock were sold during the Fiscal
Year.*
5. No shares of common stock were sold during the Fiscal
Year in reliance upon registration pursuant to Rule 24f-2.
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Please direct any questions relating to this Notice to Mark
B. Goldfus at P.O. Box 9011, Princeton, NJ 08543-9011,
(609) 282-2023, or to Leonard Mackey at Rogers & Wells, 200
Park Avenue, New York, New York 10166 (212) 878-8489
Very truly yours,
MERRILL LYNCH ASSET GROWTH FUND, INC.
By /s/ Mark B. Goldfus
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Mark B. Goldfus
Secretary
