August 23, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
Merrill Lynch Basic Value Fund, Inc.
File No. 2-58521
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Basic Value 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 June 30, 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. 47,550,520 shares of common stock were sold
during the Fiscal Year.*
5. 47,550,520 shares of common stock were sold
during the Fiscal Year in reliance upon registration
pursuant to Rule 24f-2. Attached to 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 for an non-assessable.
6. In accordance with Paragraph (c) of Rule 24f-2,
the fee of $159,145.27 has been wired.
Such fee which relates to the 47,550,520
shares of common stock referred to in
____________
*Of this amount 22,051,928 Class A shares were
sold at an aggregate price of $522,237,574 and
25,498,592 Class B shares were sold at an
aggregate price of $594,651,037. The
aggregate sale price for all shares sold
during the Fiscal Year was $1,116,888,611.
See Paragraph 6 for the calculation of the
aggregate sale price of shares sold in
reliance upon Rule 24f-2.
<PAGE>
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 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 aggregate sale price for the
47,550,520 shares of common stock
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$1,116,888,611
reduced by
(ii) Actual aggregate redemption price
for the 28,001,066 shares of
common stock redeemed during the
Fiscal Year.
$655,370,558
equals amount on which filing fee is based
$461,518,053
Based upon the above calculation, $159,145.27 is
payable with respect to the registration of
47,550,520 shares of common stock of the Fund.
Please direct any questions relating to this
filing to Mark B. Goldfus at P.O. Box 9011,
Princeton, NJ 08543-9011 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 Basic Value Fund, Inc.
By__________________________
Mark B. Goldfus, Secretary
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
August 22, 1994
Merrill Lynch Basic Value 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
Basic Value 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 47,550,520 shares of common
stock, par value $.10 per share, of the Fund
(the "Shares") which were sold during the
Fund's fiscal year ended June 30, 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,
