EX-99.77B ACCT LTTR 3 glgr77b.htm Report of Independent Auditors

Report of Independent Auditors



To the Shareholders and Board of Directors

Merrill Lynch Global Growth Fund, Inc.:


In planning and performing our audit of the financial statements

of Merrill Lynch Global Growth Fund, Inc. for the year ended

August 31, 2002, we considered its internal control, including

control activities for safeguarding securities, in order to

determine our auditing procedures for the purpose of expressing

our opinion on the financial statements and to comply with the

requirements of Form N-SAR, not to provide assurance on internal

control.


The management of Merrill Lynch Global Growth Fund, Inc. is

responsible for establishing and maintaining internal control.  

In fulfilling this responsibility, estimates and judgments by

management are required to assess the expected benefits and

related costs of controls.  Generally, internal controls that are

relevant to an audit pertain to the entity’s objective of

preparing financial statements for external purposes that are

fairly presented in conformity with accounting principles

generally accepted in the United States.  Those controls include

the safeguarding of assets against unauthorized acquisition, use,

or disposition.


Because of inherent limitations in internal control, error or

fraud may occur and not be detected.  Also, projection of any

evaluation of internal control to future periods is subject to

the risk that it may become inadequate because of changes in

conditions or that the effectiveness of the design and operation

may deteriorate.


Our consideration of internal control would not necessarily

disclose all matters in internal control that might be material

weaknesses under standards established by the American Institute

of Certified Public Accountants.  A material weakness is a

condition in which the design or operation of one or more of the

specific internal control components does not reduce to a

relatively low level the risk that misstatements caused by error

or fraud in amounts that would be material in relation to the

financial statements being audited may occur and not be detected

within a timely period by employees in the normal course of

performing their assigned functions.  However, we noted no

matters involving internal control and its operation, including

controls for safeguarding securities that we consider to be

material weaknesses as defined above as of August 31, 2002.


This report is intended solely for the information and use of the

Board of Directors and management of Merrill Lynch Global Growth

Fund, Inc., and the Securities and Exchange Commission and is not

intended to be and should not be used by anyone other than these

specified parties.




/s/Ernst & Young

LLP





Metro Park, NJ

October 3, 2002