February 24, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
MERRILL LYNCH PACIFIC FUND, INC.
File No. 2-56978
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Pacific 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 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. 30,313,545 shares of common stock
were sold during the Fiscal Year.*
5. 30,313,545 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 and
non-assessable.
_______________
*Of this amount, 10,009,773 Class A shares were
sold at an aggregate price of $203,056,960 and
20,303,772 Class B shares were sold at an
aggregate price of $393,836,066. The aggregate
sale price for all shares of common stock sold
during the Fiscal Year was $596,893,026. 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 $126,927.56
has been wired. Such fee, which
relates to the 30,313,545 shares of
common stock referred to in Paragraph 5, is
based upon the actual aggregate sale
price for which such securities were
sold during the Fiscal Year, reduced
by the actual aggregate redemption
price of shares of common stock
redeemed during the Fiscal Year.
The calculation of the amount on
which the filing fee is based as follows:
(i) Actual aggregate sale price for the
30,313,545 shares of common stock
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$596,893,026
reduced by
(ii) Actual aggregate redemption price
for the 11,955,316 shares of common
stock redeemed during the
Fiscal Year.*
$228,805,674
equals amount on which filing fee is based.
$368,087,352
Based upon the above calculation, $126,927.56 is
payable with respect to the registration of
30,313,545 shares of common stock of the Fund.
Please direct any questions relating to this
filing to Robert Harris at Merrill Lynch Asset
Management, P.O. Box 9011, Princeton, N.J. 08543-
9011, (609) 282-2025, or to Laurin Blumenthal
Kleiman at Brown & Wood, One World Trade Center,
New York, New York 10048, (212) 839-8525.
Very truly yours,
MERRILL LYNCH PACIFIC FUND, INC.
By /s/ Robert Harris
- - - - - - - - - - -
Robert Harris
Secretary
_______________
*Of this amount, 5,781,892 were Class A shares
which were redeemed at an aggregate price of
$111,793,605 and 6,173,424 were Class B shares
which were redeemed at an aggregate price of
$117,012,069.
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
February 22, 1994
Merrill Lynch Pacific 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
Pacific 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 30,313,545 shares of common stock, par value
$.10 per share, of the Fund (the "Shares") which
were sold during the Fund's fiscal year ended
December 31, 1993.
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 were 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,
