December 13,1999
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. 9 to the
Registration Statement on Form N-1A
(Securities Act File No. 33-54005
Investment Company Act File 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. 9 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. 9 to the
Fund's Registration Statement on Form N-1A was filed
electronically with the Securities and Exchange
Commission on December 7, 1999.
Very truly yours,
Merrill Lynch Asset Growth Fund, Inc.
By: Barbara G. Fraser /s/
_________________________
Barbara G. Fraser
Secretary
