MERRILL LYNCH ASSET GROWTH FUND INC
N-8A/A, 1994-08-25
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                               Amendment No. 2
                                  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 Growth Fund, Inc.*


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

                            800 Scudders Mill Road
                      Plainsboro, New Jersey 08536-9011


                   Telephone Number (including area code):

                                (609) 282-2800

              Name and address of agent for service of process:

                                Arthur Zeikel
                    Merrill Lynch Asset Growth 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 Growth 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 GROWTH 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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