U.S. Securities and Exchange Commission
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 Retirement Series Trust
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 Retirement Reserves Money Fund
3. Investment Company Act File Number: 811-3310
Securities Act File Number: 2-74584
4. Last day of fiscal year for which this notice is filed:
October 31, 1995
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:
None
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during
the fiscal year:
24,132,766,015 shares $24,132,766,015
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
24,132,766,015 shares $24,132,766,015
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable :
433,654,456 shares $433,654,456
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $24,132,766,015
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): +$433,654,456
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): -23,331,574,095
(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),
less line (iii), plus line (iv)]
(if applicable): 1,234,846,376
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation: x 1/2900
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $425,809.10
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:
12/22/95
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/Mark B. Goldfus
Mark B. Goldfus, Secretary
Date 12/22/95
December 21, 1995
Merrill Lynch Retirement Series Trust
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 Retirement
Series Trust, a Massachusetts business
trust (the "Trust"), 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 24,132,766,015 shares of beneficial
interest, par value $0.10 per share,
of the Trust (the "Shares") which were
sold during the Trust's fiscal year ended
October 31, 1995. The Shares all
relate to the series designated Merrill
Lynch Retirement Reserves Money
Fund, which is the only existing series
of the Trust.
As counsel for the Trust, 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 Declaration of Trust
of the Trust, the By-Laws of the Trust
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 were
legally issued, fully paid and
non-assessable.
In rendering this opinion, we have
relied as to matters of Massachusetts
law upon an opinion of Bingham,
Dana & Gould, dated December 20,
1995, rendered to the Trust.
We hereby consent to the filing of
this opinion with the Securities and
Exchange Commission as an attachment
to the Notice.
Very truly yours,
