June 27, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
MERRILL LYNCH HEALTHCARE FUND, INC.
File No. 2-80150
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Healthcare 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 April 30, 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. 19,753,993 shares of common stock were sold
during the Fiscal Year.*
5. 19,753,993 shares of common stock were sold
during the Fiscal Year in reliance upon registration
pursuant to Rule 24f-2. Transmitted with 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 for and non-assessable.
______________
*Of this amount, 6,174,049 Class A shares were
sold at an aggregate sale price of $23,849,717 and
13,579,944 Class B shares were sold at an
aggregate sale price of $48,115,789. The
aggregate sale price for all shares of common
stock sold during the Fiscal Year was $71,965,506.
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 $10,367.87 has been wired. Such fee
which relates to the 19,753,993 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 aggregate sale price for
the 19,753,993 shares of common stock
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$71,965,506
reduced by
(ii) Actual aggregate redemption price for
the 11,288,675 shares of common
stock redeemed during the
Fiscal Year.*
$41,898,901
equals amount on which filing fee is based
$30,066,605
Based upon the above calculation, $10,367.87 is
payable with respect to the registration of
19,753,993 shares of common stock of the Fund.
Please direct any questions relating to this
filing to Robert Harris at Merrill Lynch Asset
Management, P.O. Box 9011, Princeton, N.J. 08543-
9011, (609) 282-2025, 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 HEALTHCARE FUND, INC.
By /s/ Robert Harris
- - - - - - - - - - -
Robert Harris
Secretary
_______________
*Of this amount, 5,667,645 shares were Class A shares which
were redeemed at an aggregate price of $22,007,663 and
5,621,030 shares were Class B shares which were redeemed at
an aggregate price of $19,891,238.
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
June 22, 1994
Merrill Lynch Healthcare 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 Healthcare 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 19,753,993 shares
of common stock, par value $.10 per share, of the Fund
(the "Shares") which were sold during the Fund's fiscal
year ended April 30, 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,
