May 26, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
MERRILL LYNCH CAPITAL FUND, INC.
File No. 2-49007
Dear Sirs:
In accordance with the provisions of Rule
24f-2 under the Investment Company Act
of 1940, Merrill Lynch Capital Fund, Inc.
(the "Fund") hereby files its Rule 24f-2
Notice (the "Notice").
1. The Notice is being filed for the fiscal
year of the Fund ended March 31,1995
(the "Fiscal Year").
2. No shares of common stock of the Fund
which had been registered under the
Securities Act of 1933 (the "Securities Act")
other than pursuant to Rule 24f-2 remained
unsold at the beginning of the Fiscal Year.
3. No shares of common stock were
registered under the Securities Act
during the Fiscal Year other than
pursuant to Rule 24f-2.
4. 57,571,978 shares of common stock
were sold during the Fiscal Year.*
5. 57,571,978 shares of common stock
were sold during the Fiscal Year in
reliance upon registration pursuant to
Rule 24f-2. Transmitted with the Notice
is an opinion of Brown & Wood, counsel
for the Fund, indicating that the securities
the registration of which this Notice makes
definite in number were legally issued, fully
paid for and non-assessable.
_______________
*Of this amount, 17,286,503 Class A shares were
sold at an aggregate sale price of $474,420,511,
35,795,347 Class B shares were sold at an
aggregate sale price of $958,699,323, 1,868,357
Class C shares were sold at an aggregate sale
price of $49,114,822 and 2,621,771 Class D shares
were sold at an aggregate price of $70,706,941.
The aggregate sale price for all shares of common
stock sold during the Fiscal Year was
$1,552,941,597. See Paragraph 6 for the
calculation of the aggregate sale price of all
shares sold in reliance upon Rule 24f-2.
<PAGE>
6. In accordance with Paragraph (c) of Rule
24f-2, the fee of $191,603.96 has been wired.
Such fee which relates to the 57,571,978
shares of common stock referred to in
Paragraph 5 is based upon the aggregate
sale price for which such securities were
sold during the Fiscal Year, reduced by the
actual aggregate redemption or repurchase
price of shares of common stock redeemed
or repurchased during the Fiscal Year. The
calculation of the amount on which the filing
fee is based is as follows:
(i) Actual aggregate sale price for the
57,571,978 shares of common stock
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$1,552,941,597
reduced by
(ii) Actual aggregate redemption
price for the 37,136,062 shares
of common stock redeemed
during the Fiscal Year.*
$997,290,108
equals amount on which filing fee is based
$555,651,489
Based upon the above calculation, $191,603.96
is payable with respect to the registration of
57,571,978 shares of common stock of
the Fund.
Please direct any questions relating to this
filing to Mark B. Goldfus at Merrill Lynch
Asset Management, P.O. Box 9011,
Princeton, N.J. 08543-9011, (609) 282-2023,
or to Frank Bruno at Brown & Wood, One
World Trade Center, New York, New York
10048, (212) 839-5540.
Very truly yours,
MERRILL LYNCH CAPITAL FUND, INC.
By /s/ Mark B. Goldfus
- - - - - - - - - - -
Mark B. Goldfus
Secretary
_______________
*Of this amount, 15,776,697 were Class A shares
which were redeemed at an aggregate price of
$427,291,645, 20,872,708 were Class B shares which
were redeemed at an aggregate price of
$557,090,978, 160,348 were Class C shares which
were redeemed at an aggregate price of $4,186,298
and 326,309 were Class D shares which were
redeemed at an aggregate price of $8,721,187.
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
May 26, 1995
Merrill Lynch Capital Fund, Inc.
P.O. Box 9011
Princeton, New Jersey 08543-9011
Ladies and Gentlemen:
This opinion is furnished in connection with
the notice (the "Notice") to be filed by Merrill Lynch
Capital Fund, Inc., a Maryland corporation (the "Fund"),
with the Securities and Exchange Commission
pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended. The Notice is being filed to
make definite the registration under the Securities Act
of 1933, as amended, of 57,571,978 shares of common
stock, par value $.10 per share, of the Fund (the "Shares")
which were sold during the Fund's fiscal year ended
March 31, 1995.
As counsel for the Fund, we are familiar with the
proceedings taken by it in connection with the
authorization, issuance and sale of the Shares. In
addition, we have examined and are familiar with the
Articles of Incorporation of the Fund, as amended, the
By-Laws of the Fund and such other documents as
we have deemed relevant to the matters referred to in
this opinion.
Based upon the foregoing, we are of the opinion
that the Shares are legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion
with the Securities and Exchange Commission as an
attachment to the Notice.
Very truly yours,
