February 27, 1995
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, 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. 40,165,201 shares of common stock were
sold during the Fiscal Year.*
5. 40,165,201 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, 10,984,489 Class A shares were
sold at an aggregate price of $250,335,425,
28,150,808 Class B shares were sold at an
aggregate price of $607,930,382, 405,281 Class C
shares were sold at an aggregate price of
$8,528,274, and 624,623 Class D shares were sold
at an aggregate proce of $13,833,596. The
aggregate sale price for all shares of common
stock sold during the Fiscal Year was
$880,627,677. 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 $193,417.13 has been
wired. Such fee, which relates to the 40,165,201
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
40,165,201 shares of common stock
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$880,627,677
reduced by
(ii) Actual aggregate redemption price
for the 14,678,880 shares of common
stock redeemed during the
Fiscal Year.*
$319,721,927
equals amount on which filing fee is based.
$560,905,750
Based upon the above calculation, $193,417.13 is
payable with respect to the registration of
40,165,201 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 Frank P. Bruno at
Brown & Wood, One World Trade Center,
New York, New York 10048, (212) 839-5540.
Very truly yours,
MERRILL LYNCH PACIFIC FUND, INC.
By /s/ Robert Harris
- - - - - - - - - - -
Robert Harris
Secretary
_______________
*Of this amount, 6,215,599 were Class A
shares which were redeemed at an aggregate
price of $138,930,148, 8,356,463 were Class B
shares which were redeemed at an aggregate
price of $178,494,709, 26,018 were Class C
shares which were redeemed at an aggregate
price of $537,293 and 80,800 were Class D shares
which were redeemed at an aggregate price
of $1,759,777.
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
February 27, 1995
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 40,165,201 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, 1994.
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,
/s/ Brown & Wood
