September 22, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
Merrill Lynch Phoenix Fund, Inc.
File No. 811-3450
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Phoenix Fund, Inc. (the "Fund") hereby files
its Rule 24f-2 Notice (the "Notice").
1. The Notice is being filed for the fiscal year
of the Fund ended July 31, 1994 (the "Fiscal Year").
2. No shares of common stock 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. No shares of common stock were registered under
the Securities Act during the Fiscal Year
other than pursuant to Rule 24f-2.
4. 21,450,204 shares of common stock were sold
during the Fiscal Year.*
5. 21,450,204 shares of common stock were sold
during the Fiscal Year in reliance upon registration
pursuant to Rule 24f-2. Attached to the
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.
____________
*Of this amount 6,,651,189 Class A shares were
sold at an aggregate price of $90,076,079 and
14,779,015 Class B shares were sold at an
aggregate price of $196,220,427. The aggregate
sale price for all shares of common stock sold
during the Fiscal Year was $286,296,506. See
paragraph 6 for the calculation of the aggregate
sale price of shares sold in reliance upon Rule
24f-2.
<PAGE>
6. In accordance with Paragraph (c) of Rule 24f-2,
the fee of $62,654.05 has been wired. Such fee,
which relates to the 21,450,204 shares of common
stock referred to in Paragraph 5, is based
upon the aggregate sale price for which such
securities were sold during the Fiscal Year,
reduced by the actual aggregate redemption or
repurchase price of shares of common stock
redeemed or repurchased during the Fiscal
Year. The Fund did not apply the redemption
or repurchase price of any shares of common
stock redeemed or repurchased during the
Fiscal Year pursuant to Rule 24e-2(a) in
filings made pursuant to Section 24(e)(1) of
the Investment Company Act of 1940. The
calculation of the amount on which the filing
fee is based is as follows:
(i) Maximum possible aggregate sale price
for the 21,450,204 shares of common
stock sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2. (based upon maximum
offering price of $14.82.)
$286,296,506
reduced by
(ii) Actual aggregate redemption price
for the 7,851,091 shares of common
stock redeemed during the
Fiscal Year.*
$104,601,037
equals amount on which filing fee is based
$181,695,469
Based upon the above calculation, $62,654.05 is
payable with respect to the registration of
21,450,204 shares of common stock of the Fund.
Please direct any questions relating to this
filing to Robert Harris at P.O. Box 9011,
Princeton, N.J. 08543-9011, or to Laurin Blumenthal
Kleiman at Brown & Wood, One World Trade Center,
New York, New York 10048, (212) 839-8525.
Very truly yours,
Merrill Lynch Phoenix Fund, Inc.
By /s/ Robert Harris
- - - - - - - - - - -
(Robert Harris)
Secretary
____________
*Of this amount 3,468,349 shares were Class A
shares which were redeemed at an aggregate price
of $46,773,252 and 4,382,742 shares were Class B
shares which were redeemed at an aggregate price
of $57,827,785.
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
September 20, 1994
Merrill Lynch Phoenix Fund, Inc.
P.O. Box 9011
Princeton, New Jersey 08543-9011
Dear Sir or Madam:
This opinion is furnished in connection with
the notice (the"Notice" to be filed by Merrill Lynch
Phoenix Fund, Inc., a Maryland corporation
(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 tomake definite the
registration under the Securities Act of 1933,
as amended, of 21,450,204 shares of common
stock, par value $.10 per share, of the Fund
(the "Shares") which were sold during the
Fund's fiscal year ended July 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 Articles of Incorporation of the Fund, as amended,
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.
We hereby consent to the filing of this opinion
with the Securities and Exchange Commission as
an attachment to the Notice.
Very truly yours,
