January 25, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
MERRILL LYNCH INSTITUTIONAL
TAX-EXEMPT FUND
File No. 2-85900
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Institutional Tax-Exempt Fund (the "Fund")
hereby files its Rule 24f-2 Notice (the "Notice").
1. The Notice is being filed for the fiscal year
ended November 30, 1993 (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. 420,896,963 shares of beneficial interest were
registered under the Securities Act during the
Fiscal Year other than pursuant to Rule 24f-2.
4. 3,279,737,452 shares of beneficial interest
were sold during the Fiscal Year.*
5. 2,858,840,489 shares of beneficial interest
sold during the Fiscal Year were sold in
reliance upon registration pursuant to
Rule 24f-2. Transmitted with this Notice
is an opinion of Rogers & Wells, 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.
_______________
*The aggregate sale price for all shares of
beneficial interest sold during the Fiscal Year
was $3,279,737,452. See paragraph 6 for the
calculation of the aggregate sale price of shares
sold in reliance upon Rule 24f-2.
<PAGE>
6. Since the aggregate sale price of securities
sold during the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2 is less
than the aggregate redemption price of
securities redeemed during the Fiscal Year,
no filing fee is required in connection with
the filing of this Notice. The calculation
is as follows:
(i) Actual aggregate sale price for
2,858,840,489 shares of beneficial
interest sold during the Fiscal
Year in reliance upon
registration pursuant to Rule 24f-2.
$2,858,840,489
reduced by
(ii) Actual aggregate redemption
price for the 3,335,299,466 shares
of beneficial interest redeemed
during the Fiscal Year.
$3,335,299,466
equals amount on which filing is based $ -0-
Please direct any questions relating to this
Notice to Jerry Weiss at Merrill Lynch Asset
Management, P.O. Box 9011, Princeton, N.J.
08543-9011, (609) 282-2023, or to Leonard
Mackey at Rogers & Wells, 200 Park Avenue,
New York, NewYork 10166, (212) 878-8000.
Very truly yours,
MERRILL LYNCH INSTITUTIONAL
TAX-EXEMPT FUND
By /s/ Jerry Weiss
- - - - - - - - - - -
Jerry Weiss
Secretary
[ROGERS & WELLS LETTERHEAD]
January 21, 1994
Merrill Lynch Institutional
Tax-Exempt Fund
One Financial Center
Boston, MA 02111-2646
Gentlemen:
We have acted as counsel to Merrill Lynch
Institutional Tax-Exempt Fund (the "Trust") in
connection with the sale of Shares of
Beneficial Interest of the Trust, par value $0.10
per share (the "Shares"), pursuant to the
Distribution Agreement between you and
Merrill Lynch Funds Distributor, Inc. (the
"Distribution Agreement"). You have asked
us to furnish certain legal opinions in
connection with the filing of a notice (the
"Notice") under Rule 24f-2 of the Investment
Company Act of 1940, as amended (the "Act").
For purposes of the opinion expressed
in this letter, we have examined the Trust's
Declaration of Trust, as amended through the
date hereof, the Distribution Agreement and
such other documents and questions of law
as we have deemed necessary or advisable.
As to relevant matters of fact not independently
established, we have relied upon such
documents as we deemed appropriate.
Based on the foregoing, we are of
the opinion that when the 2,858,840,489
Shares referred to in paragraph 5 of the Notice
were sold during the fiscal year ended
November 30, 1993 pursuant to the Distribution
Agreement in reliance upon registration
pursuant to Rule 24f-2 of the Act and in
accordance with the currently effective
prospectus of the Trust, the Shares were
legally issued, fully paid and non-assessable.
Very truly yours,
/s/ Rogers & Wells
