December 11, 1997
VIA ELECTRONIC FILING
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, Inc.
Post-Effective Amendment No.6 to
the Registration Statement on
Form N-1A (Securities Act File
No. 33-54005 Investment Company
Act No. 811-7183)
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 Prospectus and Statement
of Additional Information 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.6 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.6 to the Fund's Registration Statement on
Form N-1A was filed electronically with the
Securities and Exchange Commission on
December 9, 1997.
Very truly yours,
Merrill Lynch Asset
Growth Fund, Inc.
By: /s/ Barbara G. Fraser
Secretary
