February 28, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
THE CORPORATE FUND ACCUMULATION
PROGRAM, INC.
File No. 2-57060
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, The
Corporate Fund Accumulation Program, 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 December 31, 1993
(the "Fiscal Year").
2. 36,438 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. 1,678,229 shares of common stock were
registered under the Securities Act during the
Fiscal Year other than pursuant to Rule 24f-2.
4. 3,558,780 shares of common stock were sold
during the Fiscal Year.*
5. 1,844,113 shares of common stock were sold
during the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2.
_______________
*The aggregate sale price for all shares sold
during the Fiscal Year was $79,734,098.
<PAGE>
6. Since the maximum possible aggregate sale
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 1,844,113 shares of common
stock sold during the Fiscal Year
in reliance upon registration
pursuant to Rule 24f-2. (Based
upon maximum offering price of
$23.31).
$42,986,274
(ii) Aggregate redemption price for
the 2,948,852 shares of common
stock redeemed during the Fiscal
Year.
$66,149,898
equals amount on which filing fee is
to be based.
-0-
Please direct any questions relating to this
filing to Susan B. Baker at Merrill Lynch Asset
Management, P.O. Box 9011, Princeton, N.J. 08543-
9011, (609) 282-2460, or to Leonard B. Mackey, Jr.
at Rogers & Wells, 200 Park Avenue, New York, New
York 10166, (212) 878-8000.
Very truly yours,
THE CORPORATE FUND ACCUMULATION
PROGRAM, INC.
By /s/ Susan B. Baker
- - - - - - - - - - -
Susan B. Baker
Secretary
[Rogers & Wells]
February 25, 1994
The Corporate Fund Accumulation
Program, Inc.
800 Scudders Mill Road
Plainsboro, NJ 08536
Gentlemen:
We have acted as counsel to The
Corporate Fund Accumulation Program, Inc.
(the "Fund") in connection with the sale of 3,558,780
shares of common stock of the Fund, par value
$0.10 per share (the "Shares"). You have asked
us to furnish certain legal opinions in connection
with the filing of a notice (the "Notice") under
Rule 24f-2 of the Investment Company Act of
1940, as amended (the "Act").
For purposes of the opinion expressed
in this letter, we have examined the Fund's Articles
of Incorporation, as amended through the date
hereof, the resolutions of the Board of Directors
of the Fund 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 representations, certificates and other
documents as we deemed appropriate.
Based on the foregoing, we are of the
opinion that when the 1,844,113 Shares referred
to in paragraph 5 of the Notice were sold during
the fiscal year ended December 31, 1993 pursuant
to the Distribution Agreement in reliance
upon registration pursuant to Rule 24f-2
of the Act and in accordance with the
currently effective prospectus of the Fund,
the Shares were legally issued, fully paid
and non-assessable.
Very truly yours,
/s/ Rogers & Wells
