U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of Issuer:
Merrill Lynch Asset Growth Fund, Inc.
P.O. Box 9011
Princeton, N.J. 08543-9011
2. Name of each series or class of funds for which this notice
is filed:
Merrill Lynch Asset Growth Fund, Inc. Class A
Merrill Lynch Asset Growth Fund, Inc. Class B
Merrill Lynch Asset Growth Fund, Inc. Class C
Merrill Lynch Asset Growth Fund, Inc. Class D
3. Investment Company Act File Number: 811-7183
Securities Act File Number: 33-54005
4. Last day of fiscal year for which this notice is filed:
August 31, 1996
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable :
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year,
but which remained unsold at the beginning of the
fiscal year:
0 shares
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
0 shares
9. Number and aggregate sale price of securities sold during
the fiscal year:
197,410 shares $1,980,701
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
197,410 shares $1,980,701
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable :
15,003 shares $145,695
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $1,980,701
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $145,695
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable):
- 7,174,287
(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to
filing fees pursuant to rule
24e-2 (if applicable): + $-0-
(v) Net aggregate price of securities
sold and issued during the
fiscal year in reliance upon
rule 24f-2 [line (i), plus line (ii), $-0-
less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : x 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $-0-
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures
(17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
SIGNATURES
This report has been signed below by the following persons
on behalf of the issuer and in the capacities and on the
dates indicated.
By
/s/Jaclyn Scheck
Jaclyn Scheck, Assistant Secretary
Date October 21, 1996
October 21, 1996
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 197,410 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 197,410
shares of the Fund's Common Stock referred
to in paragraph 10 of the Notice were sold during
the Fund's fiscal year ended August 31, 1996
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,
Rogers & Wells
