U.S. Securities and Exchange Commision
Washington, D.C. 20549
Form 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of Issuer:
Merrill Lynch Corporate Bond Fund, Inc.
P.O. Box 9011
Princeton, N.J. 08543-9011
2. Name of each series or class of funds for which this notice
is filed:
Merrill Lynch Corporate Bond Fund, Inc.
High Income Portfolio - Class A
High Income Portfolio - Class B
High Income Portfolio - Class C
High Income Portfolio - Class D
Merrill Lynch Corporate Bond Fund, Inc.
Intermediate Term Portfolio - Class A
Intermediate Term Portfolio - Class B
Intermediate Term Portfolio - Class C
Intermediate Term Portfolio - Class D
Merrill Lynch Corporate Bond Fund, Inc.
Investment Grade Portfolio - Class A
Investment Grade Portfolio - Class B
Investment Grade Portfolio - Class C
Investment Grade Portfolio - Class D
3. Investment Company Act File Number: 811-12857
Securities Act File Number: 2-62329
4. Last day of fiscal year for which this notice is filed:
9/30/96
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable :
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year,
but which remained unsold at the beginning of the
fiscal year:
High Income Portfolio: 0 shares $0
Intermediate Term Portfolio: 0 shares $0
Investment Grade Portfolio: 0 shares $0
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
High Income Portfolio: 0 shares $0
Intermediate Term Portfolio: 0 shares $0
Investment Grade Portfolio: 0 shares $0
9. Number and aggregate sale price of securities sold during
the fiscal year:
High Income Portfolio: 280,761,747 shares $2,201,701,254
Intermediate Term Portfolio: 19,468,743 shares $223,688,269
Investment Grade Portfolio: 56,340,249 shares $643,591,858
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
High Income Portfolio: 280,761,747 shares $2,201,701,254
Intermediate Term Portfolio: 19,468,743 shares $223,688,269
Investment Grade Portfolio: 56,340,249 shares $643,591,858
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable :
High Income Portfolio: 27,690,980 shares $216,850,280
Intermediate Term Portfolio: 1,579,637 shares $18,112,683
Investment Grade Portfolio: 4,366,506 shares $49,699,162
12. Calculation of registration fee:
HIGH INCOME PORTFOLIO
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 2,201,701,254
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 216,850,280
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 1,040,071,750
(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to
filing fees pursuant to rule
24e-2 (if applicable): + $ 0
(v) Net aggregate price of securities
sold and issued during the
fiscal year in reliance upon
rule 24f-2 [line (i), plus line (ii), $ 1,378,479,784
less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : x 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 417,721.15
INTERMEDIATE TERM PORTFOLIO
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 223,688,269
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 18,112,683
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 208,969,966
(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to
filing fees pursuant to rule
24e-2 (if applicable): + $ 0
(v) Net aggregate price of securities
sold and issued during the
fiscal year in reliance upon
rule 24f-2 [line (i), plus line (ii), $ 32,830,986
less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : x 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 9,948.78
INVESTMENT GRADE PORTFOLIO
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 643,591,858
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 49,699,162
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 342,858,178
(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to
filing fees pursuant to rule
24e-2 (if applicable): + $ 0
(v) Net aggregate price of securities
sold and issued during the
fiscal year in reliance upon
rule 24f-2 [line (i), plus line (ii), $ 350,432,842
less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : x 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 106,191.77
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures
(17 CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
11/22/96
SIGNATURES
This report has been signed below by the following persons
on behalf of the issuer and in the capacities and on the
dates indicated.
By
/s/Jaclyn Scheck
Jaclyn Scheck, Assistant Secretary
Date 11/22/96
Rogers & Wells
200 Park Avenue
New York, New York 10166-0153
Telephone (212) 878-8000
Facsimile (212) 878-8375
Telex 234493 RKWUR
November 22, 1996
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
356,570,739 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 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, we have
relied upon such documents as we deemed appropriate.
Based on the foregoing, we are of the opinion that
when (a) the 280,761,747 shares of the Fund's High Income
Portfolio Common Stock referred to in paragraph 10 of the Notice,
(b) the 19,468,743 shares of the Fund's Intermediate Term
Portfolio Common Stock referred to in paragraph 10 of the Notice
and (c) the 56,340,249 shares of the Fund's Investment Grade
Portfolio Common Stock referred to in paragraph 10 of the Notice
were sold during the fiscal year ended September 30, 1996
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 above were legally issued,
fully paid and non-assessable.
Very truly yours,
cc: Ira Shapiro, Esq.
