January 26, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
MERRILL LYNCH GLOBAL HOLDINGS, INC.
File No. 2-89834
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Global Holdings, 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 November 30, 1994 (the
"Fiscal Year").
2. 4,741,678 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. 5,309,389 shares of common stock were
registered under the Securities Act during
the Fiscal Year other than pursuant to Rule 24f-2.
4. 14,417,614 shares of common stock were sold
during the Fiscal Year.*
_______________
*Of this amount, 11,383,578 Class A shares
were sold at an aggregate price of $152,484,147,
2,992,769 Class B shares were sold at an aggregate
price of $39,141,551, 16,969 Class C shares were
sold at an aggregate price of $221,416 and 24,298
Class D shares were sold at an aggregate price of
$326,279. The aggregate sale price for all shares
of common stock sold during the Fiscal Year was
$192,173,393.
<PAGE>
5. 4,366,547 shares of common stock were sold
during the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2. Transmitted
with this 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. 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) Maximum possible aggregate sale price
for the 4,366,547 shares of common
stock sold during the Fiscal Year in
reliance upon registration pursuant to
Rule 24f-2. (Based on a maximum
offering price of $14.90)
$65,061,551
reduced by
(ii) Actual aggregate redemption
price for 8,134,339 shares of
common stock redeemed during
the Fiscal Year.* $112,661,739
equals amount on which filing is based $ -0-
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) 282-2023, or to Laurin Blumenthal
Kleiman At Brown & Wood, One World Trade Center,
New York, New York 10048, (212) 839-5525.
________________________
*Of this amount, 6,393,917 Class A shares were
redeemed at an aggregate price of $89,948,853,
1,737,178 Class B shares were redeemed at an
aggregate price of $22,670,466, 2,823 Class C
shares were redeemed at an aggregate sale price
of $36,788 and 421 Class D shares were
redeemed at an aggregate sale price of $5,632.
The aggregate sale price for all shares of common
stock redeemed during the Fiscal Year was
$112,661,739.
Very truly yours,
MERRILL LYNCH GLOBAL HOLDINGS, INC.
By /s/ Jaclyn Scheck
- - - - - - - - - - -
Jaclyn Scheck
Assistant Secretary
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
January 26, 1995
Merrill Lynch Global Holdings, 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 Global
Holdings, 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 4,366,547 shares of
common stock, par value $.10 per share, of the Fund
(the "Shares") which were sold during the Fund's fiscal
year ended November 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,
