September 21, 1995
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. 2-77068
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, 1995 (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. 19,521,143 shares of common
stock were sold during the Fiscal
Year.*
____________
*Of this amount 4,773,327 Class A
shares were sold at an aggregate
price of $58,842,493, 11,220,799
Class B shares were sold at an
aggregate price of $134,103,392,
1,061,529 Class C shares were sold
at an aggregate price of $12,324,849
and 2,465,488 Class D shares were
sold at an aggregate price of
$29,458,649. The aggregate sale
price for all shares of common stock
sold during the Fiscal Year was
$234,729,383. See paragraph 6
for the calculation of the aggregate
sale price of shares sold in reliance
upon Rule 24f-2.
<PAGE>
5. 19,521,143 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.
6. In accordance with Paragraph
(c) of Rule 24f-2, the feeof
$17,752.21 has been wired.
Such fee, which relates to the
19,521,143 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) Actual aggregate sale price
for the 19,521,143 shares of
common stock sold during the
Fiscal Year in reliance upon
registration pursuant to Rule
24f-2. $234,729,383
reduced by
(ii) Actual aggregate redemption
price for the 15,255,610
shares of common stock
redeemed during the Fiscal
Year.* $183,247,967
equals amount on which filing fee
is based $51,481,416
Based upon the above calculation,
$17,752.21 is payable with respect
to the registration of 19,521,143
shares of common stock of the
Fund.
____________
*Of this amount 4,852,599 shares
were Class A shares which were
redeemed at an aggregate price
of $59,460,110, 9,792,351 shares
were Class B shares which were
redeemed at an aggregate price
of $116,499,330, 168,352 shares
were Class C shares which were
redeemed at an aggregate price
of $1,968,329 and 442,308 shares
were Class D shares which were
redeemed at an aggregate price
of $5,320,198.
Please direct any questions relating
to this filing to Robert Harris at the
above address 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
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
September 21, 1995
Merrill Lynch Phoenix Fund, Inc.
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 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
to make definite the registration under the
Securities Act of 1933, as amended, of
19,521,143 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, 1995.
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 are 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,
