November 29, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
MERRILL LYNCH CORPORATE BOND
FUND, INC.
File No. 2-62329
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Corporate Bond Fund, Inc. (the "Fund")
hereby transmits its Rule 24f-2 Notice (the
"Notice") on behalf of three of its constituent
portfolios: High Income Portfolio, Investment
Grade Portfolio (formerly known as the High
Quality Portfolio and Intermediate Term Portfolio,
respectively (collectively referred to herein as
the "Portfolios").
This Notice is being filed for the fiscal year of
each of the above referenced Portfolios ended
September 30, 1994 (the "Fiscal Year").
Set forth below is the information required by
Rule 24f-2 for each Portfolio. Included in such
information are the calculations on which the
filing fee is based.
I. High Income Portfolio
1. No shares of common stock of the Portfolio
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 common stock were registered
under the Securities Act during the Fiscal Year
other than pursuant to Rule 24f-2.
3. 164,026,003 shares of common stock were sold
during the Fiscal Year.*
_______________
*Of this amount 24,265,055 Class A shares were
sold at an aggregate price of $198,820,726 and
139,760,948 Class B shares were sold at an
aggregate price of $1,132,873,066. The aggregate
sale price of all shares of common stock sold
during the Fiscal Year was $1,331,693,792.
<PAGE>
4. 164,026,003 shares of 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.
5. In accordance with Paragraph (c) of Rule 24f-2, the
fee of $203,442.30 has been wired. Such fee,
which relates to the 164,026,003 shares referred to
in Paragraph (4), is based upon the actual aggregate
sale price for which such securities were sold during
the Fiscal Year, reduced by the actual aggregate
repurchase price of shares of common stock redeemed
or repurchased during the Fiscal Year. The Fund
did not apply the redemption or repurchase price of any
shares of common stock redeemed or repurchased during
the Fiscal Year pursuant to Rule 24e-2(a) in filings made
pursuant to rule 24(e)(1) of the Investment Company Act of
1940. The calculation of the amount on which the filing fee
is based as follows:
(i) Aggregate sale price for the
164,026,003 shares of common
stock sold during the Fiscal Year
in reliance upon registration
pursuant to Rule 24f-2.
$1,331,693,792
reduced by
(ii) Aggregate redemption price for
the 92,641,691 shares of common
stock redeemed during the
Fiscal Year.* $741,715,245
equal amount on which filing fee
is based $589,978,547
Based on the above calculation $203,442.30 is
payable with respect to the registration of
164,026,003 shares of High Income Portfolio common
stock.
____________
*Of this amount 24,265,005 were Class A shares
which were redeemed at an aggregate price of
$195,021,899 and 68,376,686 were Class B shares
which were redeemed at an aggregate price of
$546,693,346.
<PAGE>
II. Investment Grade Portfolio
1. No shares of common stock of the Portfolio
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 common stock were registered
under the Securities Act during the Fiscal Year
other than pursuant to Rule 24f-2.
3. 23,865,600 shares of common stock were sold
during the Fiscal Year.*
4. 23,865,600 shares of 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.
5. In accordance with Paragraph (c) of Rule 24f-2, the
fee of $6,823.41 has been wired. Such fee, which
relates to the 23,865,600 shares referred to in
Paragraph (4), is based upon the actual aggregate
sale price for which such securities were sold during
the Fiscal Year, reduced by the actual aggregate
repurchase price of shares of common stock
redeemed or repurchased during the Fiscal Year.
The Fund did not apply the redemption or repurchase
price of any shares of common stock redeemed or
repurchased during the Fiscal Year pursuant to
Rule 24e-2(a) in filings made pursuant to Rule 24(e)(1)
of the Investment Company Act of 1940. The calculation
of the amount on which the filing fee is based as follows:
(i) Aggregate sale price for the
23,865,600 shares of common
stock sold during the Fiscal Year
in reliance upon registration
pursuant to Rule 24f-2. $279,079,223
_______________
*Of this amount 8,030,423 Class A shares were sold
at an aggregate price of $93,631,891 and 15,835,177
Class B shares were sold at an aggregate price of
$185,447,332. The aggregate sale price of all shares
of common stock sold during the Fiscal Year was $279,079,223.
<PAGE>
reduced by
(ii) Aggregate redemption price for
the 22,469,788 shares of common
stock redeemed during the
Fiscal Year.* $259,291,479
equal amount on which filing fee
is based $ 19,787,744
Based on the above calculation $6,823.41 is
payable with respect to the registration of
23,865,600 shares of Investment Grade Portfolio
common stock.
III. Intermediate Term Portfolio
1. No shares of common stock of the Portfolio 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 common stock were registered
under the Securities Act during the Fiscal
Year other than pursuant to Rule 24f-2.
3. 10,179,109 shares of common stock were
sold during the Fiscal Year.**
4. 10,179,109 shares of 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.
____________
*Of this amount 8,336,799 Class A shares were
redeemed at an aggregate price of $96,592,992 and
14,132,989 Class B shares were redeemed at an
aggregate price of $162,698,487.
**Of this amount 3,674,523 Class A shares were
sold at an aggregate price of $43,468,939 and
6,504,586 Class B shares were sold at an aggregate
price of $75,947,813. The aggregate sale price of
all shares of common stock sold during the Fiscal
Year was $119,416,752.
<PAGE>
5. In accordance with Paragraph (c) of Rule 24f-2, the
fee of $3,636.88 has been wired. Such fee, which
relates to the 10,179,109 shares referred to in
Paragraph (4), is based upon the actual aggregate
sale price for which such securities were sold during
the Fiscal Year, reduced by the actual aggregate
repurchase price of shares of common stock
redeemed or repurchased during the Fiscal Year.
The Fund did not apply the redemption or repurchase
price of any shares of common stock redeemed or
repurchased during the Fiscal Year pursuant to
Rule 24e-2(a) in filings made pursuant to Rule 24(e)(1)
of the Investment Company Act of 1940. The calculation
of the amount on which the filing fee is based as follows:
(i) Aggregate sale price for the
10,179,109 shares of common
stock sold during the Fiscal Year
in reliance upon registration
pursuant to Rule 24f-2. $119,416,752
reduced by
(ii) Aggregate redemption price for
the 9,464,106 shares of common
stock redeemed during the
Fiscal Year.* $108,869,867
equal amount on which filing fee
is based $ 10,546,885
Based on the above calculation $3,636.88 is
payable with respect to the registration of
10,179,109 shares of Intermediate Term Portfolio
common stock.
Please direct any questions relating to this
filing to Michael J. Hennewinkel at the above
address or to Leonard Mackey at Rogers & Wells,
200 Park Avenue, New York, New York 10166, (212)
878-8489.
Very truly yours,
MERRILL LYNCH CORPORATE BOND FUND, INC.
By /s/ Michael J. Hennewinkel
- - - - - - - - - - - - - - - -
Michael J. Hennewinkel
Secretary
____________
*Of this amount, 4,535,150 Class A shares were
redeemed at an aggregate price of $52,574,546 and
4,928,956 Class B shares were redeemed at an
aggregate price of $56,295,321.
[Rogers & Wells Letterhead]
November 28, 1994
Merrill Lynch Corporate Bond Fund, Inc.
P.O. Box 9011
Princeton, New Jersey 08543-9011
Re: Merrill Lynch Corporate Bond Fund, Inc.
File No. 2- 62329 _
Ladies and Gentlemen:
We have acted as counsel to Merrill Lynch Corporate
Bond Fund, Inc. (the "Fund") in connection with the sale of
198,070,712 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 the Fund 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 of
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 164,026,003 shares of the Fund's High Income
Portfolio Common Stock referred to in paragraph 4 of Part I of
the Notice, (b) the 23,865,600 shares of the Fund's Investment
Grade Portfolio Common Stock referred to in paragraph 4 of Part
II of the Notice and (c) the 10,179,109 shares of the Fund's
Intermediate Term Portfolio Common Stock referred to in paragraph
4 of Part III of the Notice were sold during the fiscal year
ended September 30, 1994 pursuant to the Distribution Agreements
relating to each such Portfolio 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 referred
to in clauses (a), (b), and (c) were legally issued, fully paid
and non-assessable.
Very truly yours
/s/ Rogers & Wells
