U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of Issuer:
Merrill Lynch Funds For Institutions Series
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 Institutional Fund
Merrill Lynch Treasury Fund
Merrill Lynch Government Fund
Merrill Lynch Institutional Tax-Exempt Fund
3. Investment Company Act File Number: 811-5149
Securities Act File Number: 33-14190
4. Last day of fiscal year for which this notice is filed:
April 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:
Merrill Lynch Institutional Fund 0 shares
Merrill Lynch Treasury Fund 0 shares
Merrill Lynch Government Fund 0 shares
Merrill Lynch Institutional Tax-Exempt Fund 0 shares
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
Merrill Lynch Institutional Fund 0 shares
Merrill Lynch Treasury Fund 97,731,450 shares
Merrill Lynch Government Fund 36,720,855 shares
Merrill Lynch Institutional Tax-Exempt Fund 0 shares
9. Number and aggregate sale price of securities sold during
the fiscal year:
Merrill Lynch Institutional Fund 81,859,341,129 shares $81,859,341,129
Merrill Lynch Treasury Fund 2,984,431,147 shares $ 2,984,431,147
Merrill Lynch Government Fund 11,319,796,312 shares $11,319,796,312
Merrill Lynch Institutional
Tax-Exempt Fund 3,532,959,162 shares $ 3,532,959,162
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
Merrill Lynch Institutional Fund 81,859,341,129 shares $81,859,341,129
Merrill Lynch Treasury Fun 2,886,699,697 shares $ 2,886,699,697
Merrill Lynch Government Fun 11,283,075,457 shares $11,283,075,457
Merrill Lynch Institutional
Tax-Exempt Fund 3,532,959,162 shares $ 3,532,959,162
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable :
Merrill Lynch Institutional Fund 360,863,781 shares $360,863,781
Merrill Lynch Treasury Fund 25,665,244 shares $ 25,665,244
Merrill Lynch Government Fund 86,908,080 shares $ 86,908,080
Merrill Lynch Institutional
Tax-Exempt Fund 15,674,384 shares $ 15,674,384
12. Calculation of registration fee:
A) Merrill Lynch Institutional Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $81,859,341,129
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 360,863,781
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $81,179,030,074
(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), $ 1,041,174,836
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 1/2900
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 359,025.81
B) Merrill Lynch Treasury Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $2,886,699,697
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 25,665,244
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $2,838,827,671
(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), $73,537,270
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 1/2900
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $25,357.68
C) Merrill Lynch Government Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $11,283,075,457
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 86,908,080
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $11,363,934,579
(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), $ 6,048,956
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 1/2900
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 2,085.85
D) Merrill Lynch Institutional Tax-Exempt Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $3,532,959,162
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 15,674,384
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $3,285,337,991
(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), $ 263,295,555
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 1/2900
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $90,791.57
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).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
June 25, 1996
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/Jerry Weiss
Jerry Weiss, Secretary
Date June 25, 1996
June 24, 1996
Merrill Lynch Funds
For Institutions Series
P.O. Box 9011
Princeton, New Jersey 08543-9011
Gentlemen:
We have acted as counsel to
Merrill Lynch Funds For Institutions
Series (the "Trust") in connection with
the sale by the Trust of an aggregate
of 99,562,075,445 shares of beneficial
interest, par value $0.01 per share
(the "Beneficial Interest"), pursuant to
the four distribution agreements,
each of which relates to shares of
Beneficial Interest of one of the four
funds comprising the Trust, between
the Trust and Merrill Lynch Funds
Distributor, Inc. (the "Distribution
Agreements"). 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 opinions
expressed in this letter, we have
examined the Trust's Declaration of
Trust, as amended through the date
hereof, the Distribution Agreements
and such other documents and
questions of law as we have deemed
necessary or advisable. As to relevant
matters of fact, we have relied upon
such documents and certificates as
we deemed appropriate.
Based on the foregoing, we
are of the opinion that when (a) the
2,886,699,697 shares of Merrill Lynch
Treasury Fund Beneficial Interest, (b)
the 11,283,075,457 shares of Merrill
Lynch Government Fund Beneficial
Interest, (c) the 81,859,341,129 shares
of Merrill Lynch Institutional Fund
Beneficial Interest and (d) the
3,532,959,162 shares of Merrill Lynch
Institutional Tax-Exempt Fund Beneficial
Interest referred to in Item 10 of the
Notice were sold during the fiscal year
ended April 30, 1996 pursuant to the
Distribution Agreement relating to each
such Fund 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 of
Beneficial Interest referred to in clauses
(a), (b), (c) and (d) were legally issued,
fully paid and non-assessable.
Very truly yours,
/s/ Rogers & Wells
