May 24, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
MERRILL LYNCH SPECIAL VALUE FUND, INC.
File No. 2-60836
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Special 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 March 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. 4,751,247 shares of common stock were sold
during the Fiscal Year.*
5. 4,751,247 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 for
and non-assessable.
_______________
*Of this amount, 1,242,225 Class A shares were
sold at an aggregate price of $20,157,921 and
3,509,022 Class B shares were sold at an aggregate
price of $55,127,981. The aggregate price for all
shares of common stock sold during the Fiscal Year
was $75,285,902.
<PAGE>
6. In accordance with Paragraph (c) of Rule 24f-2,
the fee of $10,070.95 has been wired.
Such fee which relates to the 4,751,247
shares of common stock referred to in
Paragraph 5 is based upon the 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
4,751,274 shares of common stock
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$75,285,902
reduced by
(ii) Actual aggregate redemption price
for the 2,925,760 shares of common
stock redeemed during the
Fiscal Year.
$46,080,359
equals amount on which filing fee is based
$29,205,543
Based upon the above calculation, $10,070.95 is
payable with respect to the registration of
4,751,247 shares of common stock of the Fund.
Please direct any questions relating to this
filing to Mark B. Goldfus at Merrill Lynch Asset
Management, P.O. Box 9011, Princeton, N.J. 08543-
9011, (609) 282-2023, 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 SPECIAL VALUE FUND, INC.
By /s/ Mark B. Goldfus
- - - - - - - - - - -
Mark B. Goldfus
Secretary
_______________
*Of this amount, 1,232,902 Class A shares, which
were redeemed at an aggregate price of $19,830,929
and 1,692,858 Class B shares, which were redeemed
at an aggregate sale price of $26,249,430.
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
May 20, 1994
Merrill Lynch Special 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 Special 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 4,751,247 shares of
common stock, par value $.10 per share, of the Fund
(the "Shares") which were sold during the Fund's fiscal year
ended March 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,
