February 27, 1995
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, 1994
(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. 6,022,996,604 shares of beneficial
interest were registered under the
Securities Act during the Fiscal Year
other than pursuant to Rule 24f-2.
4. 12,651,358,878 shares of beneficial
interest were sold during the Fiscal
Year.*
_______________
*The aggregate sale price for all shares
of beneficial interest sold during the
Fiscal Year was $12,651,358,878.
See paragraph 6 for the calculation
of the aggregate sale price of shares
sold in reliance upon Rule 24f-2.
<PAGE>
5. 6,628,362,274 shares of beneficial
interest were 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.
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
6,628,362,274 shares of beneficial
interest sold during the Fiscal Year
in reliance upon registration
pursuant to Rule 24f-2. $ 6,628,362,274
reduced by
(ii) Aggregate redemption price for
the 13,164,347,398 shares of
beneficial interest redeemed
during the Fiscal Year. $13,164,347,398
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 Frank P. Bruno at Brown
& Wood, One World Trade Center,
New York, New York 10048, (212) 839-5540.
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 24, 1995
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 6,628,362,274 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, 1994.
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 23, 1995, 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,
/s/ Brown & Wood
