May 26, 1995
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, 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. 15,279,237 shares of common stock
were sold during the Fiscal Year.*
5. 15,279,237 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, 2,510,523 Class A shares
were sold at an aggregate price of $38,838,573,
11,451,034 Class B shares were sold at an
aggregate price of $171,088,878, 828,311
Class C shares were sold at an aggregate price of
$12,105,918 and 489,369 Class D shares were sold
at an aggregate price of $7,560,367. The
aggregate price for all shares of common stock
sold during the Fiscal Year was $229,593,736.
<PAGE>
6. In accordance with Paragraph (c) of
Rule 24f-2, the fee of $53,362.56 has
been wired. Such fee which relates
to the 15,279,237 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 is as follows:
(i) Actual aggregate sale price for the
15,279,237 shares of common stock
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$229,593,736
reduced by
(ii) Actual aggregate redemption price
for the 4,982,428 shares of common
stock redeemed during the
Fiscal Year.
$74,842,310
equals amount on which filing fee is based
$154,751,426
Based upon the above calculation,
$53,362.56 is payable with respect to
the registration of 15,279,237 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 Frank Bruno at Brown & Wood, One World
Trade Center, New York, New York
10048, (212) 839-5540.
Very truly yours,
MERRILL LYNCH SPECIAL VALUE
FUND, INC.
By /s/ Mark B. Goldfus
- - - - - - - - - - -
Mark B. Goldfus
Secretary
_______________
*Of this amount, 1,152,958 were Class A
shares which were redeemed at an
aggregate price of $17,707,842, 3,711,137
were Class B shares, which were redeemed
at an aggregate price of $55,381,255, 77,347
were Class C shares which were redeemed
at an aggregate price of $1,134,143 and
40,986 were Class D shares which were
redeemed at an aggregate price of $619,070.
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
May 26, 1995
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 15,279,237
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, 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, 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,
