MERRILL LYNCH ASSET GROWTH FUND INC
497, 1996-05-10
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                     MERRILL LYNCH ASSET GROWTH FUND, INC.
                       SUPPLEMENT DATED MAY 10, 1996 TO
          STATEMENT OF ADDITIONAL INFORMATION DATED DECEMBER 27, 1995

A correction is necessary in the section entitled "Investment Restrictions."

Investment  Restriction  Number 1 on page 11 is amended to read in its entirety
as follows:

1.    Make any investment inconsistent with the Fund's classification as a non-
diversified company under the Investment Company Act.


Code # 18239-1295ALL-1





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