U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
This is an amendment to the Form 24F-2 filed for this
fund on January 24, 1997 for the fiscal year ended
November 30, 1996. The purpose of this filing is to
correct an error in Question 11. The total that was
reported as the number of securities issued during the
fiscal year in connection with Dividend
reinvestment plans was actually the aggregate
sales price of such securities, and the total that was
reported as the aggregate sales price of such securities
was actually the number of securities issued. Question
12(ii), also is being will be connected to reflect this
change. Please note that no other changes are being made
nor are any fees due.
1. Name and address of Issuer:
Merrill Lynch Global Holdings, Inc.
P.O. Box 9011
Princeton, N.J. 08543-9011
2. Name of each series or class of funds for which this notice
is filed:
Merrill Lynch Global Holdings, Inc. - Class A
Merrill Lynch Global Holdings, Inc. - Class B
Merrill Lynch Global Holdings, Inc. - Class C
Merrill Lynch Global Holdings, Inc. - Class D
3. Investment Company Act File Number: 811-4351
Securities Act File Number: 2-89834
4. Last day of fiscal year for which this notice is filed:
November 30, 1996
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable :
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year,
but which remained unsold at the beginning of the
fiscal year:
None
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
6,512,087.00 shares
9. Number and aggregate sale price of securities sold during
the fiscal year:
12,920,832.00 shares $181,241,850.00
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
6,408,745 shares $ 102,732,182.30
(based on the proposed max offering price of $16.03)
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable :
1,422,895 shares $18,651,024
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 102,732,182.30
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 18,651,024
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $165,039,274
(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to
filing fees pursuant to rule
24e-2 (if applicable): + $ 0
(v) Net aggregate price of securities
sold and issued during the
fiscal year in reliance upon
rule 24f-2 [line (i), plus line (ii), $ 0
less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : x 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 0
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures
(17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
SIGNATURES
This report has been signed below by the following persons
on behalf of the issuer and in the capacities and on the
dates indicated.
By
/s/Jaclyn Scheck
Jaclyn Scheck, Assistant Secretary
Date: February 2, 1998
