October 20, 1995
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 of the Fund ended August 31,
1995 (the "Fiscal Year").
2. 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. 2,526,061 shares of common stock
were sold during the Fiscal Year.*
____________
*Of this amount 275,032 Class A
shares were sold at an aggregate
price of $2,733,785, 1,943,995
Class B shares were sold at an
aggregate price of $19,092,515,
120,893 Class C shares were
sold at an aggregate price of
$1,143,290 and 186,141 Class D
shares were sold at an aggregate
price of $1,731,947. The
aggregate sale price for all shares
sold during the Fiscal Year was
$24,701,537. See Paragraph 6
for the calculation of the aggregate
sale price of shares sold in reliance
upon Rule 24f-2.
<PAGE>
5. 2,526,061 shares of common stock
were sold during the Fiscal Year in
reliance upon registration pursuant
to Rule 24f-2. Attached to the
Notice is an opinion of Rogers &
Wells, counsel for the Fund,
indicating that the securities the
registration of which this Notice
makes definite in number were
legally issued, fully paid and
non-assessable.
6. In accordance with Paragraph (c)
of Rule 24f-2, the fee of $5,518.54
has been wired. Such fee which
relates to the 2,526,061 shares of
common stock referred to in
Paragraph 5 is based upon the
actual aggregate sale price for
which such securities were sold
during the Fiscal Year, reduced
by the actual aggregate redemption
or repurchase price of shares of
common stock redeemed or
repurchased during the Fiscal
Year. The calculation of the
amount on which the filing fee is
based as follows:
(i) Actual aggregate sale price for
the 2,526,061 shares of
common stock sold during the
Fiscal Year in reliance upon
registration pursuant to Rule
24f-2. $24,701,537
reduced by
(ii) Actual aggregate redemption
price for the 918,409 shares
of common stock redeemed
during the Fiscal Year.* $ 8,697,758
equals amount on which filing fee is
based $16,003,779
Based upon the above calculation,
$5,518.54 is payable with respect
to the registration of 2,526,061
shares of common stock of the
Fund.
_________________________
*Of this amount, 111,300 Class A
shares were redeemed at an
aggregate price of $1,060,813,
739,645 Class B shares were
redeemed at an aggregate price
of $7,002,581, 46,187 Class C
shares were redeemed at an
aggregate price of $431,343
and 21,277 Class D shares were
redeemed at an aggregate price
of $203,021.
<PAGE>
Please direct any questions
relating to this filing to Mark B.
Goldfus at P.O. Box 9011,
Princeton, NJ 08543-9011 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__________________________
Mark B. Goldfus, Secretary
[Rogers & Wells Letterhead]
October 18, 1995
Merrill Lynch Asset Growth
Fund, Inc.
P. O. Box 9011
Princeton, New Jersey
08543-9011
Re: Merrill Lynch Asset Growth
Fund, Inc.
File Nos. 33-54005 and
811-7183
Ladies and Gentlemen:
We have acted as counsel
to Merrill Lynch Asset Growth Fund,
Inc. (the "Fund") in connection with
the sale of 2,526,061 shares of its
common stock, par value $0.10
per share (the "Common Stock"),
pursuant to the Class A, Class B,
Class C and Class D Distribution
Agreements between you and Merrill
Lynch Funds Distributor, Inc. (the
"Distribution Agreements"). You
have asked us to furnish certain
legal opinions in connection with
the filing of a notice (the "Notice")
under Rule 24f-2 under the
Investment Company Act of 1940,
as amended (the "Act").
For purposes of the opinions
expressed in this letter, we have
examined the Fund's Articles of
Incorporation, as amended through
the date hereof, and the Distribution
Agreements. We have also
examined and relied upon such
other documents and certificates
as we have deemed necessary or
advisable.
Based on the foregoing and
such examination of law as we have
deemed necessary, we are of the
opinion that when the 2,526,061
shares of the Fund's Common
Stock referred to in paragraph
4 of the Notice were sold during
the Fund's fiscal year ended
August 31, 1995 pursuant to the
Distribution Agreements in reliance
upon registration pursuant to Rule
24f-2 under the Act and in
accordance with the currently
effective prospectus of the Fund,
the shares referred to above were
legally issued, fully paid and
non-assessable.
Very truly yours,
/s/Rogers & Wells
