February 27, 1995
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, 1994
(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. 7,126,473 shares of common stock were
sold during the Fiscal Year.*
5. 7,126,473 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 $131,603,572. See
paragraph 6 for the calculation of the aggregate
sale price of shares sold in reliance upon Rule
24f-2.
<PAGE>
6. Since the aggregate sale price of securities
sold during the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2 is less
than the aggregate redemption price of
securities redeemed during the Fiscal Year,
no filing fee is required in connection with the
filing of this Notice. The calculation is as
follows:
(i) Actual aggregate sale price for the
7,126,473 shares of common stock
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$131,603,572
reduced by
(ii) Actual aggregate redemption price
for the 10,439,409 shares of common
for stock redeemed during the
Fiscal Year.
$191,829,936
equals amount on which filing fee is based. $ -0-
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
NB41153.1
[Rogers & Wells Letterhead]
February 27, 1995
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 its
shares of common stock (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, we have relied upon
such documents as we deemed appropriate.
Based on the foregoing, we are of the
opinion that when the 7,126,473 Shares referred
to in paragraph 5 of the Notice were sold during
the fiscal year ended December 31, 1994 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
cc: Susan B. Baker
