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 Capital 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 Capital Fund, Inc. - Class A
Merrill Lynch Capital Fund, Inc. - Class B
Merrill Lynch Capital Fund, Inc. - Class C
Merrill Lynch Capital Fund, Inc. - Class D
3. Investment Company Act File Number: 811-2405
Securities Act File Number: 2-49007
4. Last day of fiscal year for which this notice is filed:
March 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:
81,823,857 shares $2,483,429,112
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
81,823,857 shares $2,483,429,112
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable :
25,391,614 shares $724,915,160
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): $2,483,429,112
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 724,915,160
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $1,317,631,787
(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), $1,890,712,485
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 1/2900
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $651,969.82
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).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
May 21, 1996
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: May 22, 1996
May 20, 1996
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 81,823,857 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, 1996.
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,
