October 19, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
MERRILL LYNCH U.S.A. GOVERNMENT
RESERVES
File No. 2-78702
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch U.S.A. Government Reserves (the "Fund")
hereby files its Rule 24f-2 Notice (the "Notice").
1. The Notice is being filed for the fiscal
year ended August 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. 1,566,065,003 shares of beneficial interest
were registered under the Securities Act during
the Fiscal Year other than pursuant to Rule 24f-2.
This amount was overstated due to a mathematical
error. Consequently, only 1,566,010,173 shares
should have been registered. As indicated in
paragraph 4 below, the amount of shares sold
during the Fiscal Year was still less than this
revised number so that as stated in paragraph 5
below, no shares were sold pursuant to Rule 24f-2.
4. 1,560,756,479 shares of beneficial interest
were sold during the Fiscal Year.*
5. No shares of beneficial interest were sold
during the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2.
______________
*The aggregate sale price for all shares sold
during the Fiscal Year was $1,560,756,479.
<PAGE>
Please direct any questions relating to this
Notice to Mark B. Goldfus at 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 U.S.A. GOVERNMENT RESERVES
By /s/ Mark B. Goldfus
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Mark B. Goldfus
Secretary
