August 21, 1995
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 24f-2 Notice
(the "Notice").
This Notice is being filed for the
Fiscal Year of the Fund ended
June 30, 1995 (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
l.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.
2.20,585,132 shares of Insured
Portfolio common stock were
registered under the Securities
Act during the Fiscal Year other
than pursuant to Rule 24f-2.
<PAGE>
3.40,160,432 shares of Insured
Portfolio common stock were
sold during the Fiscal Year.*
4.19,575,300 shares of Insured
Portfolio common stock were
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2. Attached
to 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.
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) Maximum possible aggregate
sale price for the 19,575,300
shares of common stock sold
during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.*
(Based on a maximum
offering price of $8.50) $166,390,050
____________
*Of this amount 17,244,995 Class A
shares were sold at an aggregate
price of $133,937,449, 16,066,095
Class B shares were sold at an
aggregate price of $123,787,819,
1,136,288 Class C shares were sold
at an aggregate price of $8,839,400
and 5,713,054 Class D shares were
sold at an aggregate price of
$43,964,769. The aggregate sale
price of all shares of Insured Portfolio
common stock sold during the Fiscal
Year was $310,529,437. All of such
amount was sold in reliance upon
registration pursuant to Rule 24f-2 or
24e-2.
<PAGE>
reduced by
(ii) Actual Aggregate redemption
price for the 86,861,055
shares of common stock
redeemed during the Fiscal Year.* $671,178,210
equal amount on which filing fee
is based $ -0-
II. Limited Maturity Portfolio
Common Stock
1.No shares of Limited Maturity
Portfolio common stock which
had been registered under the
Securities Act other than
pursuant to Rule 24f-2 remained
unsold at the beginning of the
Fiscal Year.
2.1,588,778 shares of Limited
Maturity Portfolio common
stock were registered under
the Securities Act during the
Fiscal Year other than
pursuant to Rule 24f-2.
3.18,857,974 shares of Limited
Maturity Portfolio common stock
were sold during the Fiscal Year.**
4.17,269,196 shares of Limited
Maturity Portfolio common stock
were sold during the Fiscal Year
in reliance upon registration
pursuant to Rule 24f-2. Attached
to 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.
____________
*Of this amount 54,299,693 were Class
A shares which were redeemed at an
aggregate price of $419,430,676,
29,913,866 Class B shares which were
redeemed at an aggregate price of
$230,944,682, 167,364 Class C shares
which were redeemed at an aggregate
price of $1,318,478 and 2,480,132 Class
D shares which were redeemed at an
aggregate price of $19,484,374.
**Of this amount 5,989,549 Class A shares
were sold at an aggregate price of
$59,030,039, 8,960,577 Class B shares
were sold at an aggregate price of
$88,112,911, 1,018,221 Class C shares
were sold at an aggregate price of
$10,034,099 and 2,889,627 Class D
shares were sold at an aggregate price
of $28,404,589. The aggregate sale price
of all shares of Limited Maturity Portfolio
common stock sold during the Fiscal Year
was $185,581,638. All of such amount
was sold in reliance upon registration
pursuant to Rule 24f-2 or 24e-2.
<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) Maximum possible aggregate sale
price for the 17,269,196 shares
of Limited Maturity Portfolio sold
during the Fiscal Year in reliance
upon registration pursuant to Rule
24f-2 (based on a maximum
offering price of $10.03). $173,210,036
reduced by
(ii) Actual aggregate redemption
price of 47,007,678 shares
of Limited Maturity Portfolio
common stock redeemed during
the Fiscal Year.* $462,014,175
equals amount on which filing is based $ -0-
III. National Portfolio Common Stock
1. 44,377,074 shares of National
Portfolio common stock which
had been registered under the
Securities Act other than
pursuant to Rule 24f-2 remained
unsold at the beginning of the
Fiscal Year.
2. No shares of National Portfolio
common stock were registered
under the Securities Act during
the Fiscal Year other than
pursuant to Rule 24f-2.
____________
*Of this amount 33,605,286 were
Class A shares which were redeemed
at an aggregate price of $330,320,109,
11,012,352 were Class B shares which
were redeemed at an aggregate price
of $108,188,416, 622,129 were Class
C shares which were redeemed at an
aggregate price of $6,135,873 and
1,767,911 were Class D shares which
were redeemed at an aggregate price
of $17,369,777.
<PAGE>
3. 19,387,819 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 filing to Mark B. Goldfus at the
above address or to Leonard B.
Mackey, Jr. at Rogers & Wells, 200
Park Avenue, New York, New York
10166, (212) 878-8489.
Very truly yours,
MERRILL LYNCH MUNICIPAL BOND
FUND, INC.
By_____________________________
Mark B. Goldfus, Secretary
*Of this amount 3,950,018 Class A shares were sold
at an aggregate price of $39,236,062, 8,878,807
Class B shares were sold at an aggregate price of
$87,702,076, 658,356 Class C shares were sold at
an aggregate price of $6,451,126 and 5,900,638
Class D shares were sold at an aggregate price of
$57,720,869. The aggregate sale price of all
shares of National Portfolio common stock sold
during the Fiscal Year was $190,480,133. All of
such amount was sold in reliance upon registration
pursuant to Rule 24e-2.
[ROGERS & WELLS LETTERHEAD]
August 21, 1995
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 78,406,225 shares of its common
stock, par value $0.10 per share (the
"Common Stock"), pursuant to the Class
A, Class B, Class C and Class D
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
19,575,300 shares of the Fund's
Insured Portfolio Common Stock
referred to in paragraph 4 of Part I of
the Notice and (b) the 17,269,196
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, 1995 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
