February 24, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
THE MUNICIPAL FUND ACCUMULATION
PROGRAM, INC.
File No. 2-57442
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, The
Municipal Fund Accumulation Program, 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 December 31, 1993
(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. 10,957,746 shares of common stock were sold
during the Fiscal Year.*
5. 10,957,746 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 Rogers & Wells,
counsel for the Fund, indicating that the
securities the registration of which this
Notice makes definite in number were legally
issued, fully paid and non-assessable.
_______________
*The aggregate sale price for all shares sold
during the Fiscal Year was $215,246,276. See
paragraph 6 for the calculation of the aggregate
sale price of shares sold in reliance upon Rule
24f-2.
<PAGE>
6. In accordance with Paragraph (c) of Rule 24f-2,
the fee of $33,830.33 has been wired.
Such fee which relates to the 10,957,746
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 as follows:
(i) Actual offering price for the
10,957,746 shares of common stock
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$215,246,276
reduced by
(ii) Actual aggregate redemption price
for the 9,010,119 shares of common
for stock redeemed during the
Fiscal Year.
$117,139,013
equals amount on which filing fee is based.
$98,107,263
Based upon the above calculation, $33,830.33 is
payable with respect to the registration of
10,957,746 shares of common stock of the Fund.
Please direct any questions relating to this
filing to Susan B. Baker at Merrill Lynch Asset
Management, P.O. Box 9011, Princeton, N.J.
08543-9011, (609) 282-2460, or to
Leonard B. Mackey, Jr. at Rogers & Wells,
200 Park Avenue, New York, New
York 10166, (212) 878-8000.
Very truly yours,
THE MUNICIPAL FUND ACCUMULATION
PROGRAM, INC.
By /s/ Susan B. Baker
- - - - - - - - - - -
Susan B. Baker
Secretary
[Rogers & Wells]
February 24, 1994
The Municipal Fund Accumulation
Program, Inc.
800 Scudders Mill Road
Plainsboro, NJ 08536
Gentlemen:
We have acted as counsel to The
Municipal Fund Accumulation Program, Inc. (the "Fund")
in connection with the sale of 10,957,746 shares
of common stock of the Fund, par value
$0.10 per share (the "Shares"). You have
asked us to furnish certain legal opinions in
connection with the filing of a notice (the "Notice")
under Rule 24f-2 of the Investment Company
Act of 1940, as amended (the "Act").
For purposes of the opinion expressed
in this letter, we have examined the Fund's
Articles of Incorporation as amended
through the date hereof, the resolutions
of the Board of Directors of the Fund and
such other documents and questions of
law as we have deemed necessary or advisable.
As to relevant matters of fact not independently
established, we have relied upon such
documents as we deemed appropriate.
Based on the foregoing, we are of the
opinion that when the 10,957,746 Shares referred
to in paragraph 5 of the Notice were sold
during the fiscal year ended December 31, 1993
pursuant to the Distribution Agreement in
reliance upon registration pursuant to
Rule 24f-2 of the Act and in accordance
with the currently effective prospectus of
the Fund, the Shares were legally issued,
fully paid and non-assessable.
Very truly yours,
/s/ Rogers & Wells
