February 24, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
MERRILL LYNCH READY ASSETS TRUST
File No. 2-52711
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Ready Assets Trust (the "Fund") hereby files
its Rule 24f-2 Notice (the "Notice").
1. The Notice is being filed for the fiscal year
ended December 31, 1993 (the "Fiscal Year").
2. No shares of beneficial interest of the Fund
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.
3. 4,880,453,886 shares of beneficial interest
were registered under the Securities Act
during the Fiscal Year other than pursuan
to Rule 24f-2.
4. 14,756,129,434 shares of beneficial interest
were sold during the Fiscal Year.*
5. 9,875,675,548 shares of beneficial interest
sold during the Fiscal Year in reliance
upon registration pursuant to Rule 24f-2.
Transmitted with this Notice is an opinion
of Brown & Wood, 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.
_______________
*The aggregate sale price for all shares of
beneficial interest sold during the Fiscal Year
was $14,756,129,434. See paragraph 6 for the
calculation of the aggregate sale price of shares
sold in reliance upon Rule 24f-2.
<PAGE>
6. Since the aggregate sale price of securities
sold during the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2 is less
than the aggregate redemption price of
securities redeemed during the Fiscal Year,
no filing fee is required in connection with
the filing of this Notice.
The calculation is as follows:
(i) Actual aggregate sale price for
9,875,675,548 shares of beneficial
interest sold during the Fiscal Year
in reliance upon registration
pursuant to Rule 24f-2.
$ 9,875,675,548
reduced by
(ii) Aggregate redemption price for
the 15,898,382,152 shares of
beneficial interest redeemed
during the Fiscal Year.
$15,898,382,152
equals amount on which filing is based. -0-
Please direct any questions relating to this
Notice to Mark B. Goldfus at Merrill Lynch Asset
Management, P.O. Box 9011, Princeton, N.J. 08543-
9011, (609) 282-2023, or to Laurin Blumenthal
Kleiman at Brown & Wood, One World Trade Center,
New York, New York 10048, (212) 839-5525.
Very truly yours,
MERRILL LYNCH READY ASSETS TRUST
By /s/ Mark B. Goldfus
- - - - - - - - - - -
Mark B. Goldfus
Secretary
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
February 22, 1994
Merrill Lynch Ready Assets 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
Ready Assets Trust, a Massachusetts business
trust (the "Fund"), 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 9,875,675,548 shares of beneficial
interest, par value $0.10 per share, of the Fund
(the "Shares") which were sold during the Fund's
fiscal year ended December 31,1993.
As counsel for the Fund, 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 Fund, the
By-Laws of the Fund 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, except
that shareholders of the Fund may under certain
circumstances be held personally liable for the Fund's
obligations.
In rendering this opinion, we have relied as
to matters of Massachusetts law upon an opinion
of Bingham, Dana & Gould, dated February 18, 1994,
rendered to the Fund.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an attachment to the
Notice.
Very truly yours,
