June 28, 1995
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, 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. 22,306,760 shares of common stock were
sold during the Fiscal Year.*
5. 22,306,760 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 and non-assessable.
______________
*Of this amount, 5,713,906 Class A shares were
sold at an aggregate sale price of $20,740,501,
14,768,466 Class B shares were sold at an
aggregate sale price of $48,509,782, 584,554
Class C shares were sold at an aggregate price
of $1,949,867 and 1,239,834 Class D shares
were sold at an aggregate price of $4,423,989.
The aggregate sale price for all shares of common
stock sold during the Fiscal Year was $75,624,139.
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 $4,915.54 has been wired. Such fee
which relates to the 22,306,760 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 22,306,706 shares of common stock
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$75,624,139
reduced by
(ii) Actual aggregate redemption price for
the 18,102,651 shares of common
stock redeemed during the
Fiscal Year.*
$61,369,059
equals amount on which filing fee is based
$14,255,080
Based upon the above calculation, $4,915.54 is
payable with respect to the registration of
22,306,706 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 Frank Bruno
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, 6,956,106 shares were Class A
shares which were redeemed at an aggregate price
of $25,023,035, 10,719,834 shares were Class B
shares which were redeemed at an aggregate price
of $34,866,393, 55,563 shares were Class C shares
which were redeemed at an aggregate price of
$184,106 and 371,148 shares were Class D shares
which were redeemed at an aggregate price of
$1,295,525.
Fund which
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
June 28, 1995
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 22,306,760 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, 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,
