August 22, 1995
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, 1995
(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. 60,797,028 shares of common stock were
sold during the Fiscal Year.*
5. 60,797,028 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 and non-assessable.
____________
*Of this amount 19,425,436 Class A shares
were sold at an aggregate price of
$467,792,637, 34,461,582 Class B shares
were sold at an aggregate price of $815,962,756,
3,236,903 Class C shares were sold at an
aggregate price of $77,339,209 and 3,673,107
Class D shares were sold at an aggregate
price of $90,039,695. The aggregate sale price
for all shares sold during the Fiscal Year was
$1,451,134,297. 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 $234,050.06 has been wired.
Such fee which relates to the 60,797,028
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 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
60,797,028 shares of common stock
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$1,451,134,297
reduced by
(ii) Actual aggregate redemption price
for the 32,577,375 shares of
common stock redeemed during the
Fiscal Year.*
$772,389,135
equals amount on which filing fee is based
$678,745,162
Based upon the above calculation, $234,050.06
is payable with respect to the registration of
60,797,028 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) 839-5525.
Very truly yours,
Merrill Lynch Basic Value Fund, Inc.
By /s/ Mark B. Goldfus
- - - - - - - - - - - - - - - -
Mark B. Goldfus
Secretary
_________________________
*Of this amount, 16,105,392 Class A shares
were redeemed at an aggregate price of
$384,011,079, 15,381,764 Class B shares
were redeemed at an aggregate price of
$361,976,739, 382,714 Class C shares
were redeemed at an aggregate price of
$9,161,923 and 707,505 Class D shares
were redeemed at an aggregate price
of $17,239,394.
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
August 22, 1995
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
60,797,028 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, 1995.
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 are legally issued,
ully 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,
