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 Municipal Bond Fund, Inc.
File No. 2-57354
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Municipal Bond Fund, Inc. (the "Fund")
hereby files its Rule 24f-2 Notice (the "Notice").
This Notice is being filed for the fiscal year of
the Fund ended June 30, 1994 (the "Fiscal Year")
and covers each of the following three classes of
common stock of the Fund: Insured Portfolio
common stock, Limited Maturity Portfolio common
stock and National Portfolio common stock.
Set forth below is the information required by
Rule 24f-2 for each class of common stock of the
Fund. Included in such information are the
calculations on which the enclosed filing fees are
based.
I. Insured Portfolio Common Stock
1. No shares of Insured Portfolio common
stock 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.
2. No shares of Insured Portfolio common stock
were registered under the Securities Act during
the Fiscal Year other than pursuant to Rule 24f-2.
3. 54,803,426 shares of Insured Portfolio
common stock were sold during the Fiscal Year.*
4. 54,803,426 shares of Insured Portfolio
common stock were sold during the
Fiscal Year in reliance upon
registration pursuant to Rule 24f-2.
Transmitted with this 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.
<PAGE>
5. Since the aggregate sales 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
54,803,426 shares of common stock
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.*
$466,894,520
reduced by
(ii) Actual aggregate redemption
price for the 75,370,568 shares of
common stock redeemed during the
Fiscal Year.**
$633,987,159
equals amount on which filing fee is based $ -0-
____________
* Of this amount 33,131,876 Class A shares were
sold at an aggregate price of $282,543,167 and
21,671,550 Class B shares were sold at an
aggregate sale price of $184,351,353. The
aggregate sale price of all shares of Insured
Portfolio common stock sold during the Fiscal Year
was $466,894,520. All of such amount was sold in
reliance upon registration pursuant to Rule 24f-2
or 24e-2.
**Of this amount 53,818,184 were Class A shares
which were redeemed at an aggregate price of
$453,958,624 and 21,552,384 Class B shares which
were redeemed at an aggregate price of
$180,028,535.
<PAGE>
II. Limited Maturity Portfolio Common Stock
1. No shares of Limited Maturity Portfolio
common stock 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.
2. No shares of Limited Maturity Portfolio
common stock were registered under the
Securities Act during the Fiscal
Year other than pursuant to Rule 24f-2.
3. 48,241,891 shares of Limited Maturity
Portfolio common stock were sold
during the Fiscal Year.*
4. 48,241,891 shares of Limited Maturity
Portfolio common stock were sold
during the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2.
Transmitted with this 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.
<PAGE>
5. Since the aggregate sales 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
48,241,891 shares of Limited Maturity
Portfolio sold during the Fiscal Year
in reliance upon registration pursuant
to Rule 24f-2.*
$482,044,525
reduced by
(ii) Actual aggregate redemption
price for the 49,816,037 shares of
Limited Maturity Portfolio common
stock redeemed during the Fiscal Year.**
$496,090,145
equals amount on which filing is based $ -0-
______________
*Of this amount 37,619,639 Class A shares were
sold at an aggregate price of $376,186,472 and
10,622,252 Class B shares were sold at an
aggregate price of $105,858,053. The aggregate
sale price of all shares of Limited Maturity
Portfolio common stock sold during the Fiscal Year
was $482,044,525. All of such amount was sold in
reliance upon registration pursuant to Rule 24f-2
or 24e-2.
**Of this amount 44,144,662 were Class A shares
which were redeemed at an aggregate price of
$439,707,786 and 5,671,375 were Class B shares
which were redeemed at an aggregate price of
$56,382,359.
<PAGE>
III. National Portfolio Common Stock
1. 42,539,739 shares of National Portfolio
common stock 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.
2. 21,225,154 shares of National Portfolio
common stock were registered under the
Securities Act during the Fiscal Year other
than pursuant to Rule 24f-2.
3. 23,337,945 shares of National Portfolio
common stock were sold during the Fiscal
Year.*
4. No shares of National Portfolio common
stock were sold during the Fiscal Year in
reliance upon registration pursuant to Rule 24f-2.
Accordingly, no opinion of counsel is
required for this portfolio.
Please direct any questions relating to this
Notice to Mark B. Goldfus at Merrill Lynch Asset
Management, P.O. Box 9011, Princeton, N.J. 08543-
9011, (609) 282-2023, or to Leonard B. Mackey at
Rogers & Wells, 200 Park Avenue, New York, New
York 10048, (212) 878-8489.
Very truly yours,
MERRILL LYNCH MUNICIPAL BOND FUND, INC.
By ________________________
Mark B. Goldfus, Secretary
_______________
*Of this amount 8,490,083 Class A shares were sold
at an aggregate price of $93,265,741 and
14,847,862 Class B shares were sold at an
aggregate price of $161,270,898. The aggregate
sale price of all shares of National Portfolio
common stock sold during the Fiscal Year was
$254,536,639. All of such amount was sold in
reliance upon registration pursuant to Rule 24e-2.
Merrill Lynch Municipal August 19, 1994
Bond Fund, Inc.
[Rogers & Wells Letterhead]
August 19, 1994
Merrill Lynch Municipal Bond Fund, Inc.
P.O. Box 9011
Princeton, New Jersey 08543-9011
Re: Merrill Lynch Municipal Bond fund, Inc.
File No. 2-57354 _
Ladies and Gentlemen:
We have acted as counsel to Merrill Lynch
Municipal Bond Fund, Inc. (the "Fund") in connection
with the sale of 126,383,262 shares of its common
stock, par value $0.10 per share (the "Common
Stock"), pursuant to the Class A and Class B
Distribution Agreements between you and
Merrill Lynch Funds Distributor, Inc. (the
"Distribution Agreements"). You have asked us
to furnish certain legal opinions in connection with the
filing of a notice (the "Notice") under Rule 24f-2 under the
Investment Company Act of 1940, as amended (the "Act").
For purposes of the opinions expressed
in this letter, we have examined the Fund's Articles of
Incorporation, as amended through the date hereof, the
Distribution Agreements and such other documents
and questions of law as we have deemed
necessary or advisable. As to relevant matters
of fact not independently established, we have
relied upon such documents as we deemed appropriate.
Based on the foregoing, we are of the opinion
that when (a) the 54,803,426 shares of the Fund's
Insured Portfolio Common Stock referred to in paragraph 4
of Part I of the Notice and (b) the 48,241,891 shares
of the Fund's Limited Maturity Portfolio Common
Stock referred to in paragraph 4 of Part II of the Notice
were sold during the Fund's fiscal year ended June 30,
1994 pursuant to the Distribution Agreements in
reliance upon registration pursuant to Rule 24f-2
under the Act and in accordance with the currently
effective prospectus of the Fund, the shares
referred to above were legally issued, fully paid and
non-assessable.
Very truly yours,
/s/ Rogers & Wells
