MERRILL LYNCH RETIREMENT RESERVES MO FU OF MER LYN RE SER TR, PRES14A, 1997-12-23

MERRILL LYNCH RETIREMENT RESERVES MO FU OF MER LYN RE SER TR
PRES14A, 1997-12-23

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As filed with the Securities and Exchange Commission on December 23, 1997

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the registrant /x/
Filed by a party other than the registrant / /
Check the appropriate box:
/x/ Preliminary proxy statement / /Confidential--For Use of the Commission
/ / Definitive proxy statement (as permitted by Rule 14a-6(e)(2))
/ / Definitive additional materials
/ / Soliciting material pursuant to
Rule 14a-11(c) or Rule 14a-12

MERRILL LYNCH RETIREMENT RESERVES MONEY FUND OF
MERRILL LYNCH RETIREMENT SERIES TRUST

(Name of Registrant as Specified in Its Charter)
Same as above
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials:

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registrations statement number,
or the form or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement no.:

(3) Filing party:

(4) Date filed:

PRELIMINARY COPY
MERRILL LYNCH RETIREMENT RESERVES MONEY FUND
MERRILL LYNCH RETIREMENT SERIES TRUST
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
__________________

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
January 28, 1998
___________________

TO THE SHAREHOLDERS OF MERRILL LYNCH RETIREMENT SERIES TRUST
holding shares of Merrill Lynch Retirement Reserves Money Fund:

Notice is hereby given that a special meeting of shareholders (the
"Meeting") of Merrill Lynch Retirement Reserves Money Fund (the "Fund"), a
series of Merrill Lynch Retirement Series Trust (the "Trust") will be held at
the offices of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road,
Plainsboro, New Jersey, on Wednesday, January 28, 1998 at 9:00 A.M. for the
following purposes:

(1) To elect members of the Board of Trustees to serve for an
indefinite term until their successors are duly elected and qualified;

(2) To consider and act upon a proposal to ratify the selection of
Deloitte & Touche LLP to serve as independent auditors of the Trust for its
current fiscal year;

(3) To consider and act upon a proposal to amend the Declaration of
Trust of the Trust to permit the issuance of multiple classes of shares of
the Fund, as well as any other series of the Trust created in the future;

(4) To consider and act upon proposals to amend certain of the Fund's
fundamental investment restrictions with respect to (i) investment in other
investment companies, (ii) short sales of securities, (iii) purchase of
restricted securities, (iv) investment in real estate and in commodities, and
(v) investment in issuers with an operating history of less than three years.
(EACH RESTRICTION WILL BE VOTED ON SEPARATELY); and

(5) To transact such other business as may properly come before the
Meeting or any adjournment thereof.

The Board of Trustees has fixed the close of business on December 30,
1997 as the record date for the determination of shareholders entitled to
notice of and to vote at the Meeting or any adjournment thereof.

A complete list of the shareholders of the Trust entitled to vote at the
Meeting will be available and open to the examination of any shareholder of
the Trust for any purpose germane to the Meeting during ordinary business
hours from and after January 14, 1998 at the office of the Trust, 800
Scudders Mill Road, Plainsboro, New Jersey. SHAREHOLDERS WHO DO NOT EXPECT
TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO COMPLETE, DATE AND SIGN THE
ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED FOR
THIS PURPOSE.

You are cordially invited to attend the Meeting. The enclosed proxy is
being solicited on behalf of the Board of Trustees of the Trust.

By Order of the Board of Trustees
BARBARA G. FRASER
Secretary
Plainsboro, New Jersey
Dated: January ___, 1998

<PAGE>
PRELIMINARY PROXY STATEMENT
PROXY STATEMENT
_____________

MERRILL LYNCH RETIREMENT RESERVES MONEY FUND
MERRILL LYNCH RETIREMENT SERIES TRUST
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
________________

SPECIAL MEETING OF SHAREHOLDERS

________________

JANUARY 28, 1998

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Trustees of Merrill Lynch Retirement Series
Trust, a Massachusetts business trust (the "Trust"), to be voted at the
special meeting of shareholders of the Trust (the "Meeting"), to be held at
the offices of Merrill Lynch Asset Management, L.P. ("MLAM"), 800 Scudders
Mill Road, Plainsboro, New Jersey, on January 28, 1998 at 9:00 a.m. The
approximate mailing date of this Proxy Statement is January 5, 1998.

All properly executed proxies received prior to the Meeting will be
voted at the Meeting in accordance with the instructions marked thereon or
otherwise as provided therein. Unless instructions to the contrary are
marked, proxies will be voted "FOR" the election of the Trustees to serve for
an indefinite term; "FOR" the ratification of the selection of independent
auditors to serve for the Trust's current fiscal year; "FOR" the proposal to
amend the Declaration of Trust to permit the issuance of multiple classes of
shares of Merrill Lynch Retirement Reserves Money Fund, a series of the Trust
(the "Fund") as well as any other series of the Trust created in the future
and "FOR" each of the proposals to amend certain of the Fund's fundamental
investment restrictions. Any proxy may be revoked at any time prior to the
exercise thereof by giving written notice to the Secretary of the Trust at
the Trust's address indicated above or by voting in person at the Meeting.

The Board of Trustees has fixed the close of business on December 30,
1997 as the record date (the "Record Date") for the determination of
shareholders of the Fund entitled to notice of and to vote at the Meeting and
at any adjournment thereof. Shareholders on the Record Date will be entitled
to one vote for each share held, with no shares having cumulative voting
rights. As of the Record Date, the Fund had outstanding ____ shares of
beneficial interest, par value $.10 per share (the "Shares"). To the
knowledge of the Fund, as of the Record Date, no person is the beneficial
owner of more than five percent of its outstanding Shares. As of the date
hereof and as of the Record Date, the Fund is the only series of the Trust
and the Shares constitute all of the Trust's issued and outstanding shares of
beneficial interest.

The Board of Trustees of the Trust knows of no business other than that
mentioned in Items 1 through 4 of the Notice of Meeting which will be
presented for consideration at the Meeting. If any other matter is properly
presented, it is the intention of the persons named in the enclosed proxy to
vote in accordance with their best judgment.

ITEM 1. ELECTION OF TRUSTEES

At the Meeting, each Board member will be elected to serve for an
indefinite term until his successor is elected and qualified, until his
death, until he resigns or is otherwise removed under the Declaration of
Trust or until December 31 of the year in which he reaches age 72.

It is the intention of the persons named in the enclosed proxy to
nominate and vote in favor of the election of the persons named below. The
Board knows of no reason why the nominees will be unable to serve, but in the
event of any such unavailability, the proxies received will be voted for such
substitute nominees as the Board of Trustees may recommend.

Certain information concerning the nominees is set forth below:

<TABLE>
<CAPTION> Shares
Principal Occupation Beneficially
During Past Five Years Trustee Owned on
Name and Address Age and Public Directorships/(1)/ Since the Record Date
________________ ___ _____________________________ _______ _______________
<S> <C> <C> <C> <C>

Joe Grills(1)(2) 62 Member of the Committee of 1994
P.O. Box 98 Investment of Employee Benefit
Rapidan, Virginia 22733 Assets of the Financial
Executives Institute ("CIEBA")
since 1986; member of CIEBA's
Executive Committee since 1988
and its Chairman from 1991 to
1992; Assistant Treasurer of
International Business Machines
Incorporated ("IBM") and Chief
Investment Officer of IBM
Retirement Funds from 1986
until 1993; Member of the
Investment Advisory Committee
of the State of New York Common
Retirement Fund; Member of the
Investment Advisory Committee
of the Howard Hughes Medical
Institute; Director, Duke
Management Company and LaSalle
Street Fund since 1995;
Director, Kimco Realty
Corporation since January 1997.

Walter Mintz(1)(2) 68 Special Limited Partner of 1982
1114 Avenue of the Americas Cumberland Associates
New York, New York 10036 (investment partnership) since
1982.

Robert S. Salomon, Jr.(1)(2) 60 Principal of STI Management 1996
106 Dolphin Cove Quay (investment adviser); Chairman
Stamford, Connecticut 06902 and CEO of Salomon Brothers
Asset Management from 1992 to
1995; Chairman of Salomon
Brothers equity mutual funds
from 1992 to 1995; Director of
Stock Research and U.S. Equity
Strategist at Salomon Brothers
from 1975 to 1991; Director,
The Common Fund.

Melvin R. Seiden(1)(2) 67 Director of Silbanc Properties, 1982
780 Third Avenue Ltd. (real estate, investments
Suite 2502 and consulting) since 1987;
New York, New York 10017 Chairman and President of
Seiden & de Cuevas, Inc.
(private investment firm) from
1964 to 1987.

Stephen B. Swensrud(1)(2) 64 Chairman of Fernwood Advisors 1984
24 Federal Street (investment adviser) since
Suite 400 1975.
Boston, Massachusetts 02110

Arthur Zeikel (1)(3) 65 Chairman of MLAM (which term as 1982
P.O. Box 9011 used herein includes its
Princeton, New Jersey corporate predecessors) since
08543-9011 1997; Chairman of Fund Asset
Management, L.P. ("FAM," which
term as used herein includes
its corporate predecessors)
since 1997; President of MLAM
and FAM from 1977 to 1997;
President and Director of
Princeton Services, Inc.
("Princeton Services") since
1993; Executive Vice President
of Merrill Lynch & Co., Inc.
("ML&Co.") since 1990.

</TABLE>

________________
(1) Each of the nominees is a director, trustee or member of an advisory
board of certain other investment companies for which MLAM or FAM acts
as investment adviser.

(2) Member of Audit and Nominating Committee of the Board of Trustees.

(3) Interested person, as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the Trust.

Committees and Board of Trustees' Meetings. The Board of Trustees has a
standing Audit and Nominating Committee (the "Committee"), which consists of
the Trustees who are not "interested persons" of the Trust within the meaning
of the Investment Company Act. The principal purpose of the Committee is to
review the scope of the annual audit conducted by the Trust's independent
auditors and the evaluation by such auditors of the accounting procedures
followed by the Trust. The Committee will also select and nominate the
Trustees who are not "interested persons" of the Trust within the meaning of
the Investment Company Act. The Committee generally will not consider
nominees recommended by shareholders of the Fund. The non-interested
Trustees have retained independent legal counsel to assist them in connection
with these duties.

During the fiscal year ended October 31, 1997, the Board of Trustees
held four meetings and the Committee held four meetings. Each of the
Trustees then in office attended at least 75% of the aggregate of the total
number of meetings of the Board of Trustees held during the last fiscal year
and the total number of meetings of the Committee held during such period.

Interested Persons. The Trust considers Mr. Zeikel to be an "interested
person" of the Trust within the meaning of Section 2(a)(19) of the Investment
Company Act as a result of the positions he holds with MLAM and its
affiliates. Mr. Zeikel is the President of the Trust and the Chairman of
MLAM and FAM.

Compensation of Trustees and Officers. MLAM, the Trust's investment
adviser, pays all compensation of all officers of the Trust and all Trustees
of the Trust who are affiliated with ML&Co. or its subsidiaries. The Trust
pays each Trustee not affiliated with the investment adviser (each a "non-
affiliated Trustee") a fee of $4,000 per year plus $1,000 per regular meeting
attended, together with such Trustee's actual out-of-pocket expenses related
to attendance at those meetings. The Trust also pays each member of the
Committee, which consists of all of the non-affiliated Trustees, a fee of
$4,000 per year plus $750 for each meeting of the Committee attended when the
Committee meeting is held on a day on which the Board of Trustees does not
meet, together with such Trustee's out-of-pocket expenses related to
attendance at such meetings. These fees and expenses aggregated $75,354 for
the fiscal year ended October 31, 1997.

The following table sets forth for the fiscal year ended October 31,
1997, compensation paid by the Trust to the non-affiliated Trustees and, for
the calendar year ended December 31, 1996, the aggregate compensation paid by
all registered investment companies (including the Trust) advised by MLAM and
its affiliate, FAM ("FAM/MLAM Advised Funds"), to the non-affiliated
Trustees.

<TABLE>
<CAPTION> Pension or Retirement Aggregate Compensation from
Compensation Benefits Accrued as Part Trust and FAM/MLAM Advised
Name of Trustee from the Trust of Trust Expenses Funds Paid to Trustees/(1)/
_______________ ______________ ________________________ ___________________________
<S> <C> <C> <C>
Joe Grills(1) $15,000 None $164,000
Walter Mintz(1) $15,000 None $164,000
Robert S. Salomon, Jr.(1) $15,000 None $187,167
Melvin R. Seiden(1) $15,000 None $164,000
Stephen B. Swensrud(1) $15,000 None $154,250

</TABLE>
___________________

(1) The Trustees serve on the boards of FAM/MLAM Advised Funds as follows:
Mr. Grills (19 registered investment companies consisting of 47
portfolios); Mr. Mintz (18 registered investment companies consisting of
37 portfolios); Mr. Salomon (18 registered investment companies
consisting of 37 portfolios); Mr. Seiden (18 registered investment
companies consisting of 37 portfolios); Mr. Swensrud (21 registered
investment companies consisting of 52 portfolios).

Officers of the Trust. The Board of Trustees has elected seven officers
of the Trust. The following sets forth information concerning each of these
officers:

<TABLE>
<CAPTION> Officer
Name and Principal Occupation Office Age Since
_____________________________ ______ ___ _______

<S> <C> <C> <C>
Arthur Zeikel . . . . . . . . . . . . . . . . . . . . . . . . President 65 1982
Chairman of MLAM and FAM since 1997; President of MLAM and
FAM from 1977 to 1997; President and Director of Princeton
Services since 1993; Executive Vice President of ML&Co.
since 1990.

Terry K. Glenn . . . . . . . . . . . . . . . . . . . . . . . Executive Vice 57 1986
Executive Vice President of MLAM and FAM since 1983; President
Executive Vice President and Director of Princeton
Services since 1993;
President of Merrill Lynch Funds Distributor, Inc.
("MLFD") since 1986 and Director thereof since 1991;
President of Princeton Administrators, L.P. since 1988.

Joseph T. Monagle, Jr . . . . . . . . . . . . . . . . . . . . Vice President 49 1982
Senior Vice President and Department Head of the Global
Fixed Income Division of MLAM and FAM since 1990; Vice
President of MLAM from 1978 to 1990; Senior Vice President
of Princeton Services since 1993.

Christopher G. Ayoub . . . . . . . . . . . . . . . . . . . . Vice President 42 1986
Director (Fixed Income Fund Management) of MLAM since
1997; Vice President of MLAM from 1985 to 1997.

Donald C. Burke . . . . . . . . . . . . . . . . . . . . . . . Vice President 37 1993
First Vice President of MLAM since 1997; Vice President of
MLAM from 1990 to 1997; Director of Taxation of MLAM since
1990.

Gerald M. Richard . . . . . . . . . . . . . . . . . . . . . . Treasurer 48 1984
Senior Vice President and Treasurer of MLAM and FAM since
1984; Senior Vice President and Treasurer of Princeton
Services since 1993; Vice President of MLFD since 1981 and
Treasurer thereof since 1984.

Barbara G. Fraser . . . . . . . . . . . . . . . . . . . . . . Secretary 53 1997
First Vice President of MLAM since 1996; Vice President
of MLAM from 1994 to 1996.

</TABLE>

Stock Ownership. At the Record Date, the Trustees and officers of
the Trust as a group (12 persons) owned an aggregate of less than 1% of the
shares of beneficial interest of the Trust outstanding at such date. At such
date, Mr. Zeikel, an officer and a Trustee of the Trust, and the other
officers of the Trust owned an aggregate of less than 1% of the outstanding
shares of common stock of ML&Co.

ITEM 2. SELECTION OF INDEPENDENT AUDITORS

The Board of Trustees of the Trust, including a majority of the Trustees
who are not interested persons of the Trust, has selected the firm of
Deloitte & Touche LLP ("D&T"), independent auditors, to examine the financial
statements of the Trust for the current fiscal year. The Trust knows of no
direct or indirect financial interest of such firm in the Trust. Such
appointment is subject to ratification or rejection by the shareholders of
the Trust. Unless a contrary specification is made, the accompanying proxy
will be voted in favor of ratifying the selection of such auditors.

D&T also acts as independent auditors for ML&Co. and all of its
subsidiaries and for most other investment companies for which MLAM or FAM
acts as investment adviser. The fees received by D&T from these other
entities are substantially greater, in the aggregate, than the total fees
received by it from the Trust. The Board of Trustees of the Trust considered
the fact that D&T has been retained as the independent auditors for ML&Co.
and the other entities described above in its evaluation of the independence
of D&T with respect to the Trust.

Representatives of D&T are expected to be present at the Meeting and
will have the opportunity to make a statement if they so desire and to
respond to questions from shareholders.

ITEM 3. APPROVAL OF
AN AMENDMENT TO THE DECLARATION OF TRUST TO
PERMIT THE FUND AS WELL AS ANY OTHER SERIES OF THE TRUST
TO ISSUE MULTIPLE CLASSES OF SHARES

The Trust is proposing an amendment to its Declaration of Trust to
enable the Fund, as well as any other series of the Trust created in the
future, to offer multiple classes of shares with differing fee arrangements
tailored to different types of investors.

The issuance of additional classes will not alter the rights and
privileges of the current shareholders of the Fund, nor will it affect the
net asset value of a current shareholder's investment in the Fund. The
currently issued and outstanding shares of beneficial interest will not be
subject to any charge as a result of the creation of an additional class of
shares. The creation of additional classes of shares will in no way affect
the terms and conditions under which the existing class is sold; the existing
shares will continue to be sold without a front-end or deferred sales load
and without ongoing distribution fees.

Each share of each class will represent an identical interest in the
investment portfolio of the Fund and have the same rights, except that each
class would have exclusive voting rights with respect to the expenses
attributable to that class.

On December 22, 1997, the Trustees of the Trust approved an amendment to
the Declaration of Trust of the Trust to enable the Fund to issue different
classes of shares. A copy of the proposed amendment to the Declaration of
Trust is attached hereto as Exhibit A. The Trustees of the Trust recommend
that the shareholders approve the proposed amendment to the Declaration of
Trust.

At the December 22, 1997 meeting, the Trustees also approved, subject to
shareholder approval of the amendment to the Declaration of Trust of the
Trust, the creation of a second class of shares of the Fund to be offered to
certain new individual retirement plan accountholders. The new class of
shares will be subject to the same fee arrangements as the current
outstanding shares except that such shares will be subject to ongoing
Rule 126-1 fees.

If the Declaration of Trust is amended as proposed, the Board of
Trustees of the Trust may in the future add additional classes to the Fund or
to any other series of the Trust existing at the time without seeking
shareholder approval.

ITEM 4. APPROVAL OF AMENDMENTS TO CERTAIN
FUNDAMENTAL INVESTMENT RESTRICTIONS

The Fund has adopted fundamental investment restrictions that govern
generally the operations of the Fund. Investment restrictions that are
deemed fundamental may not be changed without a vote of the outstanding
shares of the Fund. The Fund's current investment restrictions are set forth
in Exhibit B to this Proxy Statement.

At a meeting held on December 22, 1997, the Board of Trustees approved
the amendment of certain of the Fund's fundamental investment restrictions, as
described below. The proposed revisions to the Fund's investment
restrictions are not expected to affect materially the current operations of
the Fund. In this regard, the Board of Trustees approved revisions or
deletions of certain restrictions and the recategorization of certain
fundamental investment restrictions as non-fundamental restrictions. Non-
fundamental investment restrictions may be changed by the Board of Trustees
without a shareholder vote if the Board deems it in the best interest of the
Fund and its shareholders do so.

A number of the Fund's current fundamental investment restrictions were
adopted by the Fund when it commenced operations more than ten years ago to
comply with various state blue sky regulations. Recent federal legislation
has substantially eliminated the states' authority to regulate investment
companies. In addition, since the Fund's inception, the variety of money
market instruments which, except for certain existing investment
restrictions, would be appropriate investments for the Fund has increased
dramatically. Management of the Fund believes that the investment
restrictions that are proposed to be amended or deleted may inhibit effective
portfolio management without any concomitant benefit to the Fund and its
shareholders. Moreover, management believes that the changes proposed will
modernize the restrictions with which the Fund complies and make them more
consistent with more recently organized money market funds. If adopted,
these proposals will conform the Fund's investment restrictions to those
adopted by the over 50 investment companies managed by MLAM and its
affiliate, FAM, which utilize the Merrill Lynch Select Pricing(Service Mark)
System, a multi-class distribution system.

You should note that certain of the proposed investment restrictions are
stated in terms of "to the extent permitted by applicable law." Applicable
law may change over time and may become more or less restrictive as a result.
The text of each fundamental investment restriction has been drafted in this
manner so that a change in law would not require the Fund to seek a
shareholder vote to amend the restriction to conform to applicable law as
revised.

Approval of each of the proposed investment restrictions will require a
separate vote of shareholders, and it is therefore possible that one or more
of the proposed amendments but not all will be approved. See "Additional
Information" for the vote required for approval. The text of each investment
restriction as it is proposed to be adopted is underlined. Each restriction
is followed by a brief commentary.

A. INVESTMENT IN OTHER INVESTMENT COMPANIES

The Fund may not
Purchase securities of other investment companies, except to the extent
_________________________________________________________________________
such purchases are permitted by applicable law. As a matter of policy,
_____________________________________________________________________________
however, the Fund will not purchase shares of any registered open-end
_____________________________________________________________________________
investment company or registered unit investment trust, in reliance on
_____________________________________________________________________________
Section 12(d)(1)(F) or (G) (the "fund of funds" provisions) of the Investment
_____________________________________________________________________________
Company Act, at any time the Fund's shares are owned by another investment
_____________________________________________________________________________
company that is part of the same group of investment companies as the Fund.
__________________________________________________________________________

Commentary: As fundamental investment restriction 3 in the Fund's
Statement of Additional Information, the Fund currently is prohibited
from investing in other investment companies, except in connection with
a merger, consolidation, acquisition or reorganization. The proposed
restriction would be non-fundamental and prohibits investment in other
investment companies except as permitted by applicable law. The current
restriction was required by state blue sky statutes at the Fund's
inception but is no longer required.

B. SHORT SALES

The Fund may not
Make short sales of securities or maintain a short position except to
_________________________________________________________________________
the extent permitted by applicable law. The Fund currently does not intend
________________________________________ ___________________________________
to engage in short sales, except short sales "against the box."
______________________________________________________________

Commentary: The Fund's current restriction 6 in the Fund's Statement of
Additional Information is fundamental and prohibits short sales or
maintaining a short position or writing, purchasing or selling puts,
calls, straddles, spreads or combinations thereof. The proposed
restriction is non-fundamental and prohibits short sales or maintaining
a short position except pursuant to applicable law.

In a short sale, an investor sells a borrowed security and has a
corresponding obligation to "cover" by delivering at a later date the
identical security. In a short sale "against the box", an investor
sells the securities short while either owning the same securities in
the same amount or having the right to obtain securities to cover
through, for example, the investor's ownership of warrants, options, or
convertible securities.

Under currently applicable law, short sales are considered to involve
the creation of senior securities. If the Fund includes short sales in
its investment policies, it must secure its obligation to replace the
borrowed security by depositing collateral in a segregated account in
compliance with SEC guidelines.

The current restriction on writing, purchasing or selling puts, calls,
straddles, spreads or combinations thereof was required by certain state
blue sky statutes at the Fund's inception but is no longer required.

C. INVESTMENT IN RESTRICTED SECURITIES AND "UNSEASONED" ISSUERS.

The Fund may not
Invest in securities which cannot be readily resold because of legal or
_____________________________________________________________________________
contractual restrictions, or which cannot otherwise be marketed, redeemed,
_____________________________________________________________________________
put to the issuer or to a third party, if at the time of acquisition more
_____________________________________________________________________________
than 10% of its total assets would be invested in such securities. This
_____________________________________________________________________________
restriction shall not apply to money market securities that mature within
_____________________________________________________________________________
seven days or securities that the Board of Trustees has otherwise determined
_____________________________________________________________________________
to be liquid pursuant to applicable law. Securities purchased in accordance
_____________________________________________________________________________
with Rule 144A under the Securities Act of 1933, as amended, and determined
_____________________________________________________________________________
to be liquid by the Board of Trustees are not subject to the limitations set
_____________________________________________________________________________
forth in this investment restriction.
____________________________________

Commentary: The proposed restriction replaces current restrictions 11
and 12 in the Fund's Statement of Additional Information which are
fundamental (see Exhibit B). Restriction 11 limits investment in
securities for which no readily available market exists to 10% of total
assets. Restriction 12 limits investment in securities with legal or
contractual restrictions on resale (except for repurchase agreements or
purchase and sale contracts) and investment in "unseasoned" issuers to
5% of the Fund's total assets. The limitation regarding unseasoned
issuers was required by certain state blue sky statutes at the Fund's
inception but is no longer required.

The proposed investment restriction is non-fundamental and would
increase the Fund's flexibility with respect to the amount of securities
deemed illiquid in which the Fund may invest up to the current SEC limit
of 10% of Fund assets.

D. INVESTMENT IN REAL ESTATE AND IN COMMODITIES

The Fund is proposing deletion of current investment restriction 4 in
the Fund's Statement of Additional Information which, among other things,
limits the Fund's purchase and sale of real estate and substituting the
following:

The Fund may not
Purchase or sell real estate, except that, to the extent permitted by
_________________________________________________________________________
applicable required law, the Fund may invest in money market securities
_____________________________________________________________________________
secured by real estate or interests therein or money market securities issued
_____________________________________________________________________________
by companies that invest in real estate or interests therein and may hold and
_____________________________________________________________________________
sell real estate acquired by the Fund as a result of the ownership of money
_____________________________________________________________________________
market securities.
__________________

Purchase or sell commodities or contracts on commodities, except to the
_________________________________________________________________________
extent that the Fund may do so in accordance with applicable law and the
_____________________________________________________________________________
Fund's Prospectus and Statement of Additional Information, as they may be
_____________________________________________________________________________
amended from time to time, and without registering as a commodity pool
_____________________________________________________________________________
operator under the Commodity Exchange Act.
__________________________________________

Commentary: The Fund's current fundamental investment restriction 4 in
the Fund's Statement of Additional Information includes a prohibition
against investing in interests in oil, gas or other mineral exploration
or development programs. This prohibition was required by certain state
blue sky statutes in effect at the Fund's inception but is no longer
required to be as broad. The proposed investment restriction is also
fundamental and restates the restriction as it deals with real estate
related investments and permits the holding of real estate under certain
circumstances. Investing in commodities or commodity contracts is now
included as a separate fundamental investment restriction.

ADDITIONAL INFORMATION

The expenses of preparation, printing and mailing of the enclosed form
of proxy and accompanying Notice and Proxy Statement will be borne by the
Fund. The Fund will reimburse banks, brokers and others for their reasonable
expenses in forwarding proxy solicitation material to the beneficial owners
of the shares of the Fund.

In order to obtain the necessary quorum at the Meeting (i.e., a majority
of the shares of the Trust entitled to vote at the Meeting, present in person
or by proxy), supplementary solicitation may be made by mail, telephone,
telegraph or personal interview by officers of the Trust. It is anticipated
that the cost of such supplementary solicitation, if any, will be nominal.
The Fund has retained Tritech Services, an affiliate of ML & Co., with
offices at 4 Corporate Place, Piscataway, New Jersey, to aid in the
solicitation of proxies from holders of shares held in nominee or "street"
name at a cost to be borne by the Fund of approximately $__________, plus
out-of-pocket expenses.

All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meeting in accordance with
the directions on the proxies; if no direction is indicated, the Shares will
be voted "FOR" the Trustee nominees, "FOR" the ratification of D&T as
independent auditors, "FOR" the proposal to amend the Declaration of Trust of
the Trust and "FOR" each of the proposals to amend certain of the Fund's
fundamental investment restrictions.

Approval of Item 1 (Election of Trustees) will require the affirmative
vote of a plurality of the votes cast by the Fund's shareholders, voting in
person or by proxy, at a meeting at which a quorum is duly constituted.
Approval of Item 2 (Selection of Independent Auditors) will require the
affirmative vote, in person or by proxy, of a majority of the Fund's Shares
represented at a meeting at which a quorum is duly constituted. Approval of
Item 3 (Amendment to the Declaration of Trust) will require the affirmative
vote, in person or by proxy, of shareholders representing a majority of the
Shares outstanding, at a meeting at which a quorum is duly constituted.
Approval of each of the parts of Item 4 (Amendment of Certain of the Fund's
Fundamental Investment Restrictions) will require the affirmative vote of the
lesser of (i) 67% or more of the Shares present at the Meeting, if more than
50% of the outstanding Shares are present or represented by proxy, or (ii)
more than 50% of the outstanding Shares.

Broker-dealer firms, including Merrill Lynch, holding Fund shares in
"street name" for the benefit of their customers and clients, will request
the instructions of such customers and clients on how to vote their shares on
each Item before the Meeting. The Trust understands that, under the rules of
the New York Stock Exchange, such broker-dealer firms may, without
instructions from their customers and clients, grant authority to the proxies
designated to vote on the election of Trustees (Item 1), ratification of the
selection of independent auditors (Item 2) and approval of the amendment of
the Declaration of Trust (Item 3) if no instructions have been received prior
to the date specified in the broker-dealer firm's request for voting
instructions. Broker-dealer firms, including Merrill Lynch, will not be
permitted to grant voting authority without instructions with respect to any
of the proposals to amend certain of the Fund's fundamental investment
restrictions (Item 4). The Trust will include shares held of record by
broker-dealers as to which such authority has been granted in its tabulation
of the total number of votes present for purposes of determining whether
the necessary quorum of shareholders exists. Proxies that are
returned to the Trust but that are marked "abstain" or on which a broker-
dealer has declined to vote on any proposal ("broker non-votes") will be
counted as present for the purposes of a quorum. Merrill Lynch has advised
the Trust that it intends to exercise discretion over shares held in its name
for which no instructions are received by voting such shares on Items 1, 2
and 3 (but not on any of the parts of Item 4) in the same proportion as it
has voted shares for which it has received instructions. Abstentions and
broker non-votes will not be counted as votes cast. Abstentions and broker
non-votes, therefore, will not have an effect on the vote on Item 1 but will
have the same effect as a vote against Items 2, 3 and 4.

The Declaration of Trust establishing the Trust, dated July 15, 1986, a
copy of which, together with all amendments thereto (the "Declaration"), is
on file in the office of the Secretary of the Commonwealth of Massachusetts,
provides that the name "Merrill Lynch Retirement Series Trust" refers to the
Trustees under the Declaration collectively as Trustees, but not as
individuals or personally; and no Trustee, shareholder, officer, employee or
agent of the Trust shall be held to any personal liability, nor shall resort
be had to their private property or the satisfaction of any obligation or
claim of said Trust but the "Trust Property" (as defined in the Declaration)
only shall be liable.

ADDRESS OF INVESTMENT ADVISER

The principal office of MLAM is 800 Scudders Mill Road, Plainsboro, New
Jersey 08536.

ANNUAL REPORT DELIVERY

The Trust will furnish, without charge, a copy of its annual report for
the fiscal year ended October 31, 1997, to any shareholder upon request.
Such requests should be directed to Merrill Lynch Retirement Series Trust,
P.O. Box 9011, Princeton, New Jersey 08543-9011, Attention: Barbara G.
Fraser, Secretary, or to 1-800-456-4587 ext. 123.

SHAREHOLDER PROPOSALS

If a shareholder intends to present a proposal at any subsequent meeting
of shareholders of the Trust and desires to have the proposal included in the
Trust's proxy statement and form of proxy for that meeting, the shareholder
must deliver the proposal to the offices of the Trust by a reasonable time
before the Board of Trustees solicitation relating to such meeting is to be
made.

By Order of the Board of Trustees

BARBARA G. FRASER
Secretary

Dated: ________________, 1998

EXHIBIT A

AMENDMENTS TO THE DECLARATION OF TRUST

Set forth herein is the text of Article I, Section 1.2, Article VI,
Sections 6.2 and 6.3, Article IX, Sections 9.1, 9.2 and 9.4, Article X,
Sections 10.1 and 10.2 and Article XI, Section 11.2 as proposed to be
amended.

Section 1.2 of Article I of the Declaration is proposed to be
amended in its entirety to read as follows:

1.2 Definitions. As used in this Declaration, the following terms
___________
shall have the following meanings:

The terms "Affiliated Person", "Assignment", "Commission",
___________________ __________ __________
"Interested Person", "Majority Shareholder Vote" (the 67% or more than
_________________ _________________________
50% requirement of the third sentence of Section 2(a)(42) of the 1940
Act, whichever may be applicable) and "Principal Underwriter" shall have
_____________________
the meanings given them in the 1940 Act.

"Declaration" shall mean this Declaration as amended from time to
___________
time. References in this Declaration to "Declaration", "hereof",
___________ ______
"herein" and "hereunder" shall be deemed to refer to the Declaration
______ _________
rather than the article or section in which such words appear.

"Fundamental Policies" shall mean the investment restrictions set
_____________________
forth in the Prospectus of any Series and designated as fundamental
policies therein.

"Person" shall mean and include individuals, corporations,
______
partnerships, trusts, associations, joint ventures and other entities,
whether or not legal entities, and governments and agencies and
political subdivisions thereof.

"Prospectus" shall mean the currently effective Prospectus of any
__________
Series of the Trust under the Securities Act of 1933, as amended,
including the Statement of Additional Information incorporated by
reference therein.

"Series" shall mean the separate series that may be established and
______
designated pursuant to Section 6.2.

"Shareholders" shall mean as of any particular time all holders of
____________
record of outstanding Shares at such time.

"Shares" shall mean the equal proportionate transferable units of
______
interest into which the beneficial interest in any Series of the Trust
shall be divided from time to time and includes fractions of Shares as
well as whole Shares. As provided in Article VI hereof, a Series of the
Trust may issue separate classes of Shares; all references to Shares
shall be deemed to be Shares of any or all Series or a single class of a
Series or all classes of a Series as the context may require.

"Trustees" shall mean the signatories to this Declaration, so long
________
as they shall continue in office in accordance with the terms hereof,
and all other persons who at the time in question have been duly elected
or appointed and have qualified as trustees in accordance with the
provisions hereof and

are then if office, are herein referred to as the "Trustees", and
reference in this Declaration to a Trustee or Trustees shall refer to
such person or persons in their capacity as Trustees hereunder.

"Trust Property" shall mean as of any particular time any and all
_______________
property, real or personal, tangible or intangible, which at such time
is owned or held by or for the account of the Trust, any Series thereof
or the Trustees.

The "1940 Act" refers to the Investment Company Act of 1940, as
________
amended from time to time, and shall include the rules and regulations
and any relevant order of exemption promulgated thereunder by the
Securities and Exchange Commission.

Section 6.2 of Article VI of the Declaration of Trust is proposed to
be amended in its entirety to read as follows:

6.2. Series Designation. The Trustees, in their discretion from time
__________________
to time, may authorize the division of Shares into two or more Series, each
Series relating to a separate portfolio of investments. The different Series
shall be established and designated, and the variations in the relative
rights and preferences as between the different series shall be fixed and
determined, by the Trustees; provided that all Shares shall be identical
except that there may be variations between different Series as to purchase
price, determination of net asset value, the price, terms and manner of
redemption, special and relative rights as to dividends and on liquidation,
conversion rights, and conditions under which the several Series shall have
separate voting rights. All references to Shares in this Declaration shall
be deemed to be shares of any or all Series as the context may require.

The Trustees, in their discretion from time to time without a vote of
the Shareholders, may divide the shares of beneficial interest of any Series
into classes. In such event, each class of a Series shall represent
interests in the Trust Property of a Series and have identical voting,
dividend, liquidation and other rights and the same terms and conditions
except that expenses related directly or indirectly to the distribution of
the Shares of a class of a Series may be borne solely by such class (as shall
be determined by the Trustees) and, as provided in Section 10.1, a class of a
Series may have exclusive voting rights with respect to matters relating to
the expenses being borne solely by such class. The bearing of such expenses
solely by a class of Shares of a Series shall be appropriately reflected (in
the manner determined by the Trustees) in the net asset value, dividend and
liquidation rights of the Shares of such class of a Series. The division of
the Shares of a Series into classes and the terms and conditions pursuant to
which the Shares of the classes of a Series will be issued must be made in
compliance with the 1940 Act. No division of Shares of a Series into classes
shall result in the creation of a class of Shares having a preference as to
dividends or distributions or a preference in the event of any liquidation,
termination or winding up of the Trust. The Trustees may provide that Shares
of a class will be exchanged for Shares of another class without any act or
deed on the part of the holder of Shares of the class being exchanged,
whether or not Shares of such class are issued and outstanding, all on terms
and conditions as the Trustees may specify. The Trustees may redesignate a
class or Series of Shares of beneficial interest or a portion of a class or
Series of Shares of beneficial interest whether or not shares of such class
or Series are issued and outstanding, provided that such redesignation does
not substantially adversely affect the preference, conversion or other
rights, voting powers, restrictions, limitations as to dividends,
qualifications or terms or conditions of redemption of such issued and
outstanding Shares of beneficial interest.

If the Trustees shall divide the Shares into two or more Series, the
following provisions shall be applicable:

(a) The number of Shares of each Series and of each class of a Series
that may be issued shall be unlimited. The Trustees may classify or
reclassify any unissued Shares or any Shares previously issued and reacquired
of any Series into one or more Series that may be established and designated
from time to time. The Trustees may hold as treasury Shares (of the same or
some other Series), reissue for such consideration and on such terms as they
may determine, or cancel any Shares of any Series reacquired by the Trust at
their discretion from time to time.

(b) The power of the Trustees to invest and reinvest the Trust Property
of each Series that may be established shall be governed by Section 3.2 of
this Declaration.

(c) All consideration received by the Trust for the issue or sale of
Shares of a particular Series, together with all assets in which such
consideration is invested or reinvested, all income, earnings, profits, and
proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that Series for all purposes, subject only to the
rights of creditors, and shall be so recorded upon the books of account of
the Trust. In the event that there are any assets, income, earnings,
profits, and proceeds thereof, funds, or payments which are not readily
identifiable as belonging to any particular Series, the Trustees shall
allocate them among any one or more of the Series established and designated
from time to time in such manner and on such basis as they, in their sole
discretion, deem fair and equitable. Each such allocation by the Trustees
shall be conclusive and binding upon the Shareholders of all Series for all
purposes.

(d) The assets belonging to each particular Series shall be charged with
the liabilities of the Trust in respect of that Series only and all expenses,
costs, charges and reserves attributable to that Series and shall not be
charged with the liabilities, expenses, costs, charges and reserves
attributable to other Series, and any general liabilities, expenses, costs,
charges or reserves of the Trust which are not readily identifiable as
belonging to any particular Series shall be allocated and charged by the
Trustees to and among any one or more of the Series established and
designated from time to time in such manner and on such basis as the Trustees
in their sole discretion deem fair and equitable. Each allocation of
liabilities, expenses, costs, charges and reserves by the Trustees shall be
conclusive and binding upon the Shareholders of all Series for all purposes.
The Trustees shall have full discretion, to the extent not inconsistent with
the 1940 Act, to determine which items shall be treated as income and which
items as capital; and each such determination and allocation shall be
conclusive and binding upon the Shareholders.

(e) The power of the Trustees to pay dividends and make distributions
with respect to any one or more Series shall be governed by Section 9.2 of
this Declaration. Dividends and distributions on Shares of a particular
Series may be paid with such frequency as the Trustees may determine, to the
holders of Shares of that Series, from such of the income and capital gains,
accrued or realized, from the assets belonging to that Series, as the
Trustees may determine, after providing for actual and accrued liabilities
belonging to that Series. All dividends and distributions on Shares of a
particular Series shall be distributed pro rata to the holders of that Series
in proportion to the number of Shares of that Series held by such holders at
the date and time of record established for the payment of such dividends or
distributions, except that such dividends and distributions shall
appropriately reflect expenses related directly or indirectly to the
distribution of Shares of a class of such Series.

The establishment and designation of any Series of Shares shall be
effective upon the execution by a majority of the then Trustees of an
instrument setting forth the establishment and designation of such Series.
Such instrument shall also set forth any rights and preferences of such
Series which are in addition to the rights and preferences of Shares set
forth in this Declaration. At any time that there are no Shares outstanding
of any particular Series previously established and designated, the Trustees
may by an instrument executed by a majority of their number abolish that
Series and the establishment and designation thereof. Each instrument
referred to in this paragraph shall have the status of an amendment to this
Declaration.

Section 6.3 of Article VI of the Declaration of Trust is proposed to
be amended in its entirety to read as follows:

6.3. Rights of Shareholders. The ownership of the Trust Property of
______________________
every description and the right to conduct any business hereinbefore
described are vested exclusively in the Trustees, and the Shareholders shall
have no interest therein other than the beneficial interest conferred by
their Shares with respect to a particular Series, and they shall have no
right to call for any partition or division of any property, profits, rights
or interests of the Trust nor can they be called upon to share or assume any
losses of the Trust or suffer an assessment of any kind by virtue of their
ownership of Shares. The Shares shall be personal property giving only the
rights in this Declaration specifically set forth. The Shares shall not
entitle the holder to preference, preemptive, appraisal, conversion or exchange
rights (except for rights of appraisal specified in Section 11.4 and except
as may be specified by the Trustees in connection with the division of
shares into classes or the redesignation of classes or portions of classes
in accordance with Section 6.2).

Sections 9.1, 9.2 and 9.4 of Article IX of the Declaration of Trust
are proposed to be amended in their entirety to read as follows:

9.1. Net Asset Value. The net asset value of each outstanding Share of
_______________
each Series of the Trust shall be determined at such time or times on such
days as the Trustees may determine, in accordance with the 1940 Act, with
respect to each Series. The method of determination of net asset value of
Shares of each class of a Series shall be determined by the Trustees and
shall be as set forth in the Prospectus with respect to the applicable Series
with any expenses being borne solely by a class of Shares being reflected in
the net asset value of such Shares. The power and duty to make the daily
calculations for any Series may be delegated by the Trustees to the adviser,
administrator, manager, custodian, transfer agent or such other person as the
Trustees may determine. The Trustees may suspend the daily determination of
net asset value to the extent permitted by the 1940 Act.

9.2. Distributions to Shareholders. The Trustees shall from time to
______________________________
time distribute ratably among the Shareholders of any Series such proportion
of the net profits, surplus (including paid-in-surplus), capital, or assets
with respect to such Series held by the Trustees as they deem proper with any
expenses being borne solely by a class of Shares of any Series being
reflected in the net profits or other assets being distributed to such class.
Such distribution may be made in cash or property (including without
limitation any type of obligations of the Trust or any assets thereof), and
the Trustees may distribute ratably among the Shareholders of any Series
additional Shares of such Series issuable hereunder in such manner, at such
times, and on such terms as the Trustees may deem proper. Such distributions
may be among the Shareholders of record at the time of declaring a
distribution or among the Shareholders of record at such later date as the
Trustees shall determine. The Trustees may always retain from the net
profits such amount as they may deem necessary to pay the debts or expenses
of the Trust or to meet obligations of the Trust, or as they deem desirable
to use in the conduct of its affairs or to retain for future requirements or
extensions of the business. The Trustees may adopt and offer to Shareholders
of any Series such dividend reinvestment plans, cash dividend payout plans or
related plans as the Trustees shall deem appropriate for such Series.

Inasmuch as the computation of net income and gains for Federal income
tax purposes may vary from the computation thereof on the books, the above
provisions shall be interpreted to give the Trustees the power in their
discretion to distribute for any fiscal year as ordinary dividends and as
capital gains distributions, respectively, additional amounts sufficient to
enable the Trust to avoid or reduce liability for taxes.

9.4. Power to Modify Foregoing Procedures. Notwithstanding any of
______________________________________
the foregoing provisions of this Article IX, the Trustees may prescribe, in
their absolute discretion, such other bases and times for determining the per
share net asset value of the Trust's shares or net income, or the declaration
and payment of dividends and distributions as they deem necessary or
desirable or to enable the Trust to comply with any provision of the 1940
Act, including any rule or regulation adopted pursuant to Section 22 of the
1940 Act by the Commission or any securities association registered under the
Securities Exchange Act of 1934, all as in effect now or hereafter amended or
modified.

Sections 10.1 and 10.2 of Article X of the Declaration of Trust are
proposed to be amended in their entirety to read as follows:

10.1. Voting Powers. The Shareholders shall have power to vote (i)
_____________
for the removal of Trustees as provided in Section 2.3; (ii) with respect to
any advisory or management contract of a Series as provided in Section 4.1;
(iii) with respect to the amendment of this Declaration as provided in
Section 11.3; (iv) with respect to such additional matters relating to the
Trust as may be required or authorized by the 1940 Act, the laws of the
Commonwealth of Massachusetts or other applicable law or by this Declaration
or the By-Laws of the Trust; and (v) with respect to such additional matters
relating to the Trust as may be properly submitted for Shareholder approval.
If the Shares of a Series shall be divided into classes as provided in
Article VI hereof, the Shares of each class shall have identical voting rights
except that the Trustees, in their discretion, may provide a class of a Series
with exclusive voting rights with respect to matters related to expenses being
borne solely by such class whether or not Shares of such class are issued and
outstanding.

10.2. Meetings of Shareholders. Special meetings of the Shareholders
________________________
may be called at any time by a majority of the Trustees and shall be called
by any Trustee upon written request of Shareholders of any Series holding in
the aggregate not less than 10% of the outstanding Shares of such Series
having voting rights, such request specifying the purpose or purposes for
which such meeting is to be called. Any such meeting shall be held within or
without the Commonwealth of Massachusetts on such day and at such time as the
Trustees shall designate. The holders of one-third of the outstanding Shares
of each Series present in person or by proxy shall constitute a quorum for
the transaction of any business, except as may otherwise be required by the
1940 Act, the laws of the Commonwealth of Massachusetts or other applicable
law or by this Declaration or the By-Laws of the Trust. If a quorum is
present at a meeting of a particular Series, the affirmative vote of a
majority of the Shares of each Series represented at the meeting constitutes
the action of the Shareholders, unless the 1940 Act, the laws of the
Commonwealth of Massachusetts or other applicable law, the Declaration or by
the By-Laws of the Trust requires a greater number of affirmative votes. If
the Shares of any Series shall be divided into classes with a class having
exclusive voting rights with respect to certain matters, the aforesaid quorum
and voting requirements with respect to action to be taken by the
Shareholders of the class of such Series on such matters shall be applicable
only to the Shares of such class.

Section 11.2 of Article XI of the Declaration is proposed to be amended
in its entirety to read as follows:

11.2. Termination.
___________

(a) The Trust may be terminated by the affirmative vote of the holders
of not less than two-thirds of the Shares of each Series of the Trust at any
meeting of Shareholders or by an instrument in writing, without a meeting,
signed by a majority of the Trustees and consented to by the holders of not
less than two-thirds of such Shares. Any Series may be so terminated by vote
or written consent of not less than two-thirds of the Shares of such Series.
Upon the termination of the Trust or any Series,

(i) The Trust or such Series shall carry on no business except for
the purpose of winding up its affairs.

(ii) The Trustees shall proceed to wind up the affairs of the Trust
or such Series and all of the powers of the Trustees under this
Declaration shall continue until the affairs of the Trust or such
Series shall have been wound up, including the power to fulfill or
discharge the contracts of the Trust or such Series, collect its
assets, sell, convey, assign, exchange, transfer or otherwise
dispose of all or part of the remaining Trust Property to one or
more persons at public or private sale for consideration which may
consist in whole or in part of cash, securities or other property of
any kind, discharge or pay its liabilities, and do all other acts
appropriate to liquidate its business; provided that any sale,
conveyance, assignment, exchange, transfer or other disposition of
all or substantially all the Trust Property shall require approval
of the principal terms of the transaction and the nature and amount
of the consideration by vote or consent of the holders of a majority
of the Shares entitled to vote.

(iii) After paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities and
refunding agreements, as they deem necessary for their protection,
the Trustees may distribute the remaining Trust Property of any
Series, in cash or in kind or partly each, among the Shareholders of
such Series and each class of such Series, according to their
respective rights taking into account the proper allocation of
expenses being borne solely by any Series or any class of Shares of
a Series.

(b) After termination of the Trust or a Series and distribution to the
Shareholders as herein provided, a majority of the Trustees shall execute and
lodge among the records of the Trust an instrument in writing setting
forth the fact of such termination. Upon termination of the Trust, the
Trustees shall thereupon be discharged from all further liabilities and
duties hereunder, and the rights and interests of all Shareholders shall
thereupon cease. Upon termination of any Series, the Trustee shall thereupon
be discharged from all further liabilities and duties with respect to such
Series, and the rights and interests of all Shareholders of such Series
thereupon cease.

EXHIBIT B

INVESTMENT RESTRICTIONS

Set forth below are the current investment restrictions of the Fund.
The text of the investment restrictions that are proposed to be revised, as
discussed in Item 4 in the Proxy Statement, are italicized.

From the Prospectus:

The Fund may not

1. purchase any securities other than (i) money market and (ii) other
securities described under "Investment Objectives and Policies;"

2. invest more than 25% of its total assets (taken at market value at the
time of each investment) in the securities of issuers in any particular
industry (other than U.S. Government securities, Government agency
securities, or domestic bank money instruments);

3. purchase the securities of any one issuer, other than the U.S.
Government, its agencies or instrumentalities, if immediately after such
purchase, more than 5% of the value or its total assets (taken at market
value) would be invested in such issuer, except that in the case of bank
money instruments, repurchase agreements and purchase and sale contracts with
any one bank up to 25% of the value of the Fund's total assets may be
invested without regard to such 5% limitation but shall instead be subject to
a limitation of 15% of the value of its total assets; and

4. enter into repurchase agreements or purchase and sale contracts if, as a
result, more than 10% of the Fund's total assets (taken at market value at
the time of each investment) would be subject to repurchase agreements or
purchase and sale contracts maturing in more than seven days.

From the Statement of Additional Information:

The Fund may not

1. make investments for the purpose of exercising control or management;

2. underwrite securities issued by other persons;

3. purchase securities of other investment companies, except in connection
with a merger, consolidation, acquisition or reorganization;

4. purchase or sell real estate (other than money market securities secured
by real estate or interests therein or money market securities issued by
companies which invest in real estate or interests therein), commodities or
commodity contracts, interests in oil, gas or other mineral exploration or
development programs;

5. purchase securities on margin, except for use of short-term credit
necessary for clearance of purchases and sales of portfolio securities;

6. make short sales of securities or maintain a short position or write,
purchase or sell puts, calls, straddles, spreads or combinations thereof;

7. make loans to other persons, provided that the Fund may purchase money
market securities or enter into repurchase agreements or purchase and sale
contracts and lend securities owned or held by it pursuant to (8) below;

8. lend its portfolio securities other than as provided in the guidelines
set forth below, or in excess of 331/3% of its total assets, taken at market
value;

9. borrow amounts in excess of 20% of its total assets, taken at market
value (including the amount borrowed), and then only from banks as a
temporary measure for extraordinary or emergency purposes. (The borrowing
provisions shall not apply to reverse repurchase agreements.) Usually only
"leveraged" investment companies may borrow in excess of 5% of their assets,
however, the Fund will not borrow to increase income but only to meet
redemption requests which might otherwise require untimely dispositions of
portfolio securities. The Fund will not purchase securities while borrowings
are outstanding. Interest paid on such borrowings will reduce net income;

10. mortgage, pledge, hypothecate or in any manner transfer (except as
provided in (8) above) as security for indebtedness any securities owned or
held by the Fund except as may be necessary in connection with borrowings
referred to in investment restriction (9) above, and then such mortgaging,
pledging or hypothecating may not exceed 10% of the Fund's net assets, taken
at market value;

11. invest in securities for which no readily available market exists if
more than 10% of its total assets (taken at market value) would be invested
in such securities;

12. invest in securities with legal or contractual restrictions on resale
(except for repurchase agreements or purchase and sale contracts), or in
securities of issuers (other than U.S. Government agency securities) having a
record, together with predecessors, of less than three years of continuous
operation if, regarding all such securities, more than 5% of its total assets
(taken at market value) would be invested in such securities;

13. enter into reverse repurchase agreements if, as a result thereof, the
Fund's obligations with respect to reverse repurchase agreements and
borrowings permitted in (9) above would exceed 331/3% of its net assets
(defined to be total assets, taken at market value, less liabilities other
than reverse repurchase agreements).

MERRILL LYNCH RETIREMENT RESERVES MONEY FUND
MERRILL LYNCH RETIREMENT SERIES TRUST
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
__________________

P R O X Y

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Barbara G. Fraser as proxies, each with the power to appoint his or her
substitute, and hereby authorizes them to represent and to vote, as
designated on the reverse hereof, all the shares of beneficial interest of
Merrill Lynch Retirement Reserves Money Fund (the "Fund") held of record by
the undersigned on December 30, 1997 at the special meeting of shareholders
of the Fund to be held on January 28, 1998 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1, 2, 3 AND 4.

(Continued and to be signed on the reverse side)

PLEASE MARK BOXES - OR /X/ IN BLUE OR BLACK INK

1. ELECTION OF TRUSTEES WITHHOLD AUTHORITY

FOR all nominees listed below to vote for all nominees listed below
(Except as marked to the contrary below)

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
JOE GRILLS, WALTER MINTZ, ROBERT S. SALOMON, JR., MELVIN R. SEIDEN, STEPHEN
B. SWENSRUD AND ARTHUR ZEIKEL.

2. Proposal to ratify the selection of Deloitte & Touche LLP as the
independent auditors of the Trust to serve for the current fiscal year.