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MERRILL LYNCH ASSET GROWTH FUND, INC.
January 3, 1996
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 Growth Fund
Post-Effective Amendment No. 3 to the
Registration Statement on Form N-1A
(Securities Act File No. 33-54005;
Investment Company Act File No. 811-7183
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Ladies and Gentlemen:
Pursuant to Rule 497 (j) under the Securities Act of 1933, as
amended (the "1933 Act"), Merrill Lynch Asset Growth Fund, Inc. (the "Fund")
hereby certifies that:
(1) the form of the prospectus 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. 3 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. 3 to the
Fund's Registration Statement on Form N-1A was filed electronically with the
Securities and Exchange Commission on December 27, 1995.
Very truly yours,
Merrill Lynch Asset Growth Fund, Inc.
By: /s/ Mark B. Goldfus
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Mark B. Goldfus
Secretary
