November 29, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice Amended 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
Amended Notice replaces the Notice
filed by the Fund on November 17, 1995.
The sole reason for the amendment is
to reflect payment of the filing fee at
the rate of 1/29th of 1%, which has
been retroactively applied to the period
during which the original Notice was
filed.
This Notice is being filed for the fiscal
year of each of the above referenced
Portfolios ended September 30, 1995
(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.
<PAGE>
3. 217,841,160 shares of common
stock were sold during the Fiscal
Year.*
4. 217,841,160 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 $304,918.44
has been wired. Such fee, which
relates to the 217,841,160 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 is as follows:
(i) Aggregate sale price for the
217,841,160 shares of common
stock sold during the Fiscal Year
in reliance upon registration
pursuant to Rule 24f-2. $1,665,342,019
_______________
*Of this amount 17,000,487 Class A
shares were sold at an aggregate
price of $130,385,994,
159,617,311 Class B shares were
sold at an aggregate price of
$1,217,867,803, 19,648,421
Class C shares were sold at an
aggregate price of $150,754,337
and 21,574,941 Class D shares
were sold at an aggregate price
of $166,333,885. The aggregate
sale price of all shares of common
stock sold during the Fiscal Year
was $1,665,342,019.
<PAGE>
reduced by
(ii) Aggregate redemption price
for the 102,606,668 shares
of common stock redeemed
during the Fiscal Year.* $ 781,078,546
equal amount on which filing
fee is based $ 884,263,473
Based on the above calculation
$304,918.44 is payable with respect
to the registration of 217,841,160
shares of High Income Portfolio
common stock.
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. 42,877,791 shares of common
stock were sold during the Fiscal
Year.**
4. 42,877,791 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 22,086,202 Class A
shares were redeemed at an aggregate
price of $167,868,415, 69,059,662
Class B shares were redeemed at an
aggregate price of $524,845,954,
2,657,002 Class C shares were
redeemed at an aggregate price of
$20,513,998 and 8,803,802 Class D
shares were redeemed at an aggregate
price of $67,850,179.
**Of this amount 14,319,272 Class A
shares were sold at an aggregate price
of $160,039,253, 23,189,348 Class B
shares were sold at an aggregate price
of $258,078,382, 2,612,510 Class C
shares were sold at an aggregate price
of $29,346,737 and 2,756,661 Class D
shares were sold at an aggregate price
of $30,772,337. The aggregate sale
price of all shares of common stock
sold during the Fiscal Year was
$478,236,709.
<PAGE>
5. In accordance with Paragraph
(c) of Rule 24f-2, the fee of
$70,839.21 has been wired.
Such fee, which relates to the
42,877,791 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 is
as follows:
(i) Aggregate sale price for the
42,877,791 shares of common
stock sold during the Fiscal
Year in reliance upon
registration pursuant to Rule 24f-2. $478,236,709
reduced by
(ii) Aggregate redemption price for
the 24,767,884 shares of common
stock redeemed during the
Fiscal Year.* $272,803,008
equal amount on which filing fee
is based $205,433,701
Based on the above calculation
$70,839.21 is payable with respect to
the registration of 42,877,791 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.
____________
*Of this amount 8,729,534 Class A
shares were redeemed at an
aggregate price of $96,092,634,
14,986,713 Class B shares were
redeemed at an aggregate price
of $164,956,465, 398,122 Class
C shares were redeemed at an
aggregate price of $4,456,879
and 653,515 Class D shares
were redeemed at an aggregate
price of $7,297,030.
<PAGE>
3. 19,331,261 shares of common
stock were sold during the
Fiscal Year.*
4. 19,331,261 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 $38,304.96
has been wired. Such fee, which
relates to the 19,331,261 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 is as follows:
(i) Aggregate sale price for the
19,331,261 shares of common
stock sold during the Fiscal
Year in reliance upon
registration pursuant to Rule 24f-2. $218,533,969
___________
*Of this amount 6,450,433 Class A
shares were sold at an aggregate
price of $73,306,513, 10,542,654
Class B shares were sold at an
aggregate price of $118,768,676,
663,716 Class C shares were sold
at an aggregate price of $7,580,309
and 1,674,458 Class D shares were
sold at an aggregate price of
$18,878,471. The aggregate sale
price of all shares of common stock
sold during the Fiscal Year was
$218,533,969.
<PAGE>
reduced by
(ii) Aggregate redemption price
for the 9,713,716 shares
of common stock redeemed
during the Fiscal Year.* $107,449,592
equal amount on which filing
fee is based $111,084,377
Based on the above calculation
$38,304.96 is payable with respect
to the registration of 19,331,261
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, 3,794,801 Class A shares were
redeemed at an aggregate price of $41,909,273,
5,575,382 Class B shares were redeemed at an
aggregate price of $61,692,334, 74,509 Class C
shares were redeemed at an aggregate price of
$852,210 and 269,024 Class D shares were redeemed
at an aggregate price of $2,995,775.
[Rogers & Wells Letterhead]
November 17, 1995
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 280,050,212 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 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 Funds
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,
we have relied upon such
documents as we deemed
appropriate.
Based on the foregoing,
we are of the opinion that when
(a) the 217,841,160 shares of the
Funds High Income Portfolio
Common Stock referred to in
paragraph 4 of Part I of the
Notice, (b) the 42,877,791 shares
of the Funds Investment Grade
Portfolio Common Stock referred
to in paragraph 4 of Part II of the
Notice and (c) the 19,331,261
shares of the Funds 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, 1995 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
